Sugar And Spice
by sweetpeachytrina
Summary: Summary: Xmen/ Batman Beyond X over... Max and Terry are thrilled when their senior trip take them to the beautiful beaches in Mexico and when they cross paths with students from a private school things heat up, as romance blooms and danger looms....
1. Chapter 1

Sugar and Spice

Summary: Xmen/ Batman Beyond X over... Max and Terry are thrilled when their senior trip take them to the beautiful beaches in Mexico and when they cross paths with students from a private school, things heats up and romance blooms. However when females students starts ending up attacked and left in a comatose state it's up to Terry along with the help of a trio of mysterious vigilante's to stop the attacks before things turn deadly...

"Wait...let me get this straight. The old man is actually letting you go on this trip to Mexico? Who is going to protect Gotham?" Max asked perplexed as she loaded her suitcase down with bikini's and clothes she had bought earlier for the trip.

It was a warm late Thursday afternoon in the middle of April and the duo were hanging out in Maxine's apartment packing for the annual senior trip. The sun peeked through her rather dusty blinds bathing the room and a peaceful orangish glow. Terry was lounging on Max's bed flipping through a magazine with his head propped on the pillow, occasionally lifting his eyes from the colorful pages to watch his best friend scurry around frantically. Terry had done the 'sensible' thing and packed for the trip a week in advance, but Max had waited until the last minute which was why he was stuck waiting for her to finish instead of being at the arcade like they had originally planned. As he watched her room go from tidy and neat to having clothes strewn all over the place, he had to admit he was a bit surprised. He had never knew Max owned so many clothes.

"Well it's only for a week and Bruce says he has it under control. I personally think he's been itching to get back into the suit and I rarely get any time away so I wasn't about to argue with him when he gave me permission," he paused, as a blur of something she had flung out of the closet landed on top of his head.

His grin widened and he arched his dark eyebrow curiously as he lifted the offending piece of cloth of his head and saw that it was a barely there one piece black bathing suit. It was strapless and the only thing connecting the top to the bottom was a metallic gold chain shaped in hearts. He was stunned that Max would own something so provocative seeing how she was the biggest tomboy that he knew. He tilted his head and tried to imagine her in it and smiled deviously as the image popped into his head. The price tag was still on it and he let out a low whistle which caught Max's attention. Poking her pink head out of the closet she saw what was in Terry's possession and she flushed deeply before storming across the room and snatching the article of clothing out of his hand.

"Speaking of suits, are you planning to wear that particular one piece for someone?" he asked slyly.

Max snorted.

"Can't a girl buy a nice swim suit for the hell out of it?" she asked nonchalantly, trying to look busy by loading her suitcase. She held up a pair of denim cut off shorts and made a face as she tossed them aside shuddering inwardly. She couldn't believe she had paid good money to purchase those hideous things.

Terry shook his head unconvinced.

Max's evasiveness only intrigued Terry even more and he tossed the magazine aside fully prepared to grill her.

"I was with Dana when she bought her "nice" bikini and trust me, she was buying it for a purpose," he said grinning deviously.

Max laughed as she covered her ears playfully.

"Ew, whatever Dana has planned for you wearing the "nice" bikini, trust me when I say that I do not want to know. Terry, we are best friends. We share almost every secret we have with each other. If there was a guy then you would know but there isn't," she said amused.

Terry smirked.

"Are you sure? Blade says you and a certain popular point guard on the basket ball team has been spending an awful lot of time together," he said slyly, his cobalt blue eyes shining with curiosity.

Max scowled.

"Blade has a big mouth. I am just tutoring Gary Wiles because he is struggling in Chemistry, and it would be ashamed for him to fail his senior year. Besides he is so not my type, and why would you believe anything Blade would say? Her gossip is not the most accurate," she grumbled.

Terry smiled widened.

"But you hate jocks, so why would you go out of your way and tutor Gary?" he prodded.

She threw her hands up in the air exasperated.

"You're right, Terry. Somewhere between helping you fight crime, helping you keep up in your classes _and_ balancing my perfect A average in all my classes I am swept away in some hidden secret romance with Gary! Are you kidding me?" she asked in disbelief.

Terry reluctantly had to agree. Max was as busy and focused as they came. Not only did she help provide a cover for his vigilante activities, she helped keep him caught up in his classes while she kept her average the highest in the senior class, and apparently Gary was now added on to her tutoring list. If anyone deserved this trip down to Mexico, it was definitely Max. She needed to escape from under the weight of all her responsibilities and let loose and relax. He watched her struggle with closing her suitcase and he realized that he took her for granted. They were best friends and she was always there for him when he needed her. She never complained much about being overwhelmed, but sometimes he could see it in her face when she didn't think he was paying any attention to her. Sometimes he could see it in her eyes that she was struggling and more then once he had felt guilty for being a huge part of her burden.

"Earth to Terry! Are you spacing out on me because you don't want to help me lug this suitcase down three stories?" she asked suspiciously as she glared at him mockingly with her hands resting on her shapely hips.

He shook his head smiling inadvertently causing a stand of black hair to fall in his face.

"Your such a pain, you know that?" he teased rising from the bed and grabbing the suitcase and lifting effortlessly before heading out of the room.

Moments later he came back into the room and found Max with a excited gleam in her dark eyes.

"I am so excited, Ter. For a whole week I'll be out of this psychotic city and lying on the beaches of Cancun. It's going to be peaceful and relaxing...," she trailed off as Terry picked up his infamous brown book bag and she caught a glimpse of the batman suit folded neatly inside.

She frowned.

"Ter," she groaned.

He sighed.

"I know, Max but if something happens I have to be prepared. Besides Bruce made me promise that I would take it with me," he mumbled.

She smiled and shrugged.

"It's our senior trip. What could possibly go wrong?" she asked brightly.


	2. Chapter 2

**Author's Note: I will be using the Xmen evolution story line with the tiny change that Remy is older and a teacher at the institute instead of working for magneto. I think its DUMB how they made Remy in the cartoon to be an enemy when in the comics it clearly shows Remy and Ororo are close like brother and sister sighs Other then that everything is the same...**

**In Mexico...**

Anna groaned as she landed hard in the sand missing the volley ball Robert sent soaring over the net. She glared evenly at her opponents Roberto and Ray who celebrated obnoxiously exchanging hi fives and taunting her. As she rose to her feet, brushing sand off of her jeans, she caught Jean and Scott walking together and she felt her stomach turn and her annoyance grow. Jean's head was rested on Scott's shoulder and they both wore sickening sweet smiles on their faces. As they past by Anna heard Jean's soft voice crystal clear...

"This is going to be an amazing weekend Scott! Fun in the sun, romantic moonlight walks on the beach," Jean gushed latching on to her boyfriend's arm as she chattered away aimlessly. She could hear Scott chime something in agreement and she frowned finding herself battling the overwhelming sense of jealousy she had been feeling lately seeing the couple together.

Anna lingered in her spot in the sand with her arms folded across her chest watching the happy duo head back towards the beach hotel that they were all residing in for the weekend. She hated how perky and upbeat Jean could be at times. It annoyed her. Scott, she could tolerate. She had always had a soft spot for him. He wasn't like the idiotic jocks and brain dead friends he hung around back at school. He was more quiet, and kind. He never looked at her strangely for her goth appearance and her abilities. She felt as if he was one of the only people who understood how it truly felt to long to do the normal things most people took for granted. She longed to touch without hurting those around her, and he wanted to see. He had confided in her once that he wished that he could be able to look at the world through eyes where everything wasn't tinted red. She blushed when she recalled him accidently brushing up against her earlier that day when they had been leaving off the airplane. She had saw how flustered he had been and he had been about to speak to her before Jean scurried over and dragged him away.

"Anna, are you gonna serve the ball or not?" Roberto complained impatiently snapping her back to reality.

A devious haunting smile spread across her lips. From where she was standing she had perfect aim at Jean and she knew it was juvenile, but the opportunity was too tempting and she was willingly tempted.

Next to her, her partner, Evan, grinned giving her thumbs up, completely unaware that he had given her his seal of approval for her mischievous plan.

"Eight servin' Seven." She announced before taking a moment to brush the white and brunette strand of her hair behind her ear.

Holding the ball in her outstretched left hand, she launched it high into the air and bounced on her toes using her right hand to strike it sending it soaring over the net with incredible velocity.

The ball was inches from hitting the back of Jean's head when it suddenly froze in the air. Jean turned around and sent the ball sailing back over to the group using her abilities. The ball landed in Evan's hands gently. The red head telepath gave Anna a pointed and a chilly smile look before weaving her fingers through Scott's and walking off leaving Anna seething silently with her fist clenched at her side. She didn't even crack a smile as, Jubilation Lee, wearing a yellow one piece blew passed her blowing a bid wad of pink gum.

The Asian teenager made her way over to wear a trio of her friends were goofing off near the water.

"Say cheese!" she grinned as she looked through the sleek digital camera Logan had bought her for Christmas taking a picture of Kitty, Amanda and Kurt posing together wearing huge smiles. Kitty and Aurora had their arms wrapped around each other with bright smiles on their lips and Kurt stood behind them in his human image throwing up peace signs happily.

At the last minute Bobby Drake jumped in making a goofy face ruining the picture.

Ororo Monroe, who was standing a few feet bathing in the sun, smiled to herself as she watched the group of annoyed teenagers chase the notorious jokester down the beach shouting threats after him from a distance, while Jubilee went off taking more pictures. The weather witch looked towards the ocean and smiled serenely. The weather was warm, sunny and beautiful. The sounds of the waves crashing against the shore mingled with the smell of the salt water in the air bought a lazy smile to her lips. The moment she had stepped foot in Mexico, she had fallen in love. It's beaches were among the most enchanting sights she had ever seen in her life. The sun shimmered off the surface of the clear blue water creating a peaceful and inviting scenery. Surfers were riding the waves and several bikini clad women were lounged out on beach towels trying to catch a tan. She lifted her shades perching them on top of her head as she took a moment to make sure that she had every student present and accounted for in sight.

Not too far away, Auoroa sat lounging on a huge colorful beach towel in a red bathing suit reading generously applying sun block to a blushing Alex Summers. Although Alex wasn't apart of the senior class at the institute, the professor and kindly allowed them to come along as guests on the trip. Charles knew how important it was for Scott to spend time with his younger brother and he had sensed how urgent Kurt was to spend the last two months with his girlfriend which was why Amanda had been allowed to come along on the trip as well.

Directly in front of her she smiled as she saw that the trio of Kitty, Auora, and Kurt had managed to catch Bobby and was dragging him towards the ocean, their intent all too clear, to amused onlookers and the screeching iceman. Logan stood beside her, shirtless, with a deep scowl on his face keeping a sharp eye out for any student who dared to misbehave. She made eye contact and smiled bemused at the feral man who stared back at her steadily before taking a cigar he had in his pants pocket and rolling it between his thick fingers agitated. Since the school had such a small count of seniors, Charles had assigned just her, Remy and Logan to be the chaperones's for the trip. She was secretly relieved for the time to get away from the school and it's responsibilities, but she could tell Logan wasn't.

She quickly diverted her eyes to the left and found Anna, and Evan involved in a volley ball game against Ray and Roberto. She glanced over her shoulder to find Remy was stretched out in a lounge chair with a cigarette dangling from the corner of his lips wearing a smirk as he stared blatantly back at her with his eyes focused below her waist.

"It's a gorgeous day, Remy. I am please to see that you are enjoying it."

The cajun tipped back his ball cap and wiggled his eye brows suggestively at the bikini clad weather witch standing over him with a bright smile on her face. His eyes lingered on her as he realized that she looked breath taking in her white two piece with her hair flowing freely around her dark brown shoulders.

"What can I say? The view is captivating," he taunted grinning devilishly causing her to blush lightly.

"You are a shameless flirt. I am quite surprised that you are not out and about with so many beautiful women around," she teased.

Remy chuckled amused at how well Ororo really knew him. Truth was he had been keeping his eyes peeled for some femme' to occupy his time, but he figured it was best to keep that to himself not wanting to give his friend the satisfaction of being right. Instead he flashed her his most charming smile.

"Remy finds he is enjoyin' his present company jus' fine," he drawled slyly.

Logan couldn't help but to snort rudely at the cajun's harmless flirtation and Remy noticed and frowned. He didn't know exactly why Logan always seemed irritated by him. Maybe it was Remy's quiet arrogance, or the fact that it utterly annoyed Logan how personal Remy got with Ororo. He took the cigarette from between his lips and used his kinetic energy to incinerate it quietly. It was well known that the charming former thief and the brooding Canadian didn't get along too well. Both were Alpha males's, and for some reason Logan didn't trust the easy going cajun. Remy had came to the school a year ago when he learned that his old clan had placed a bounty on his brother's head. Ororo had been the only person he had left to turn to for help. He hadn't needed to tell her what the situation had been or explain why he had lost contact with her for ten years. She had simply gathered her necessities and without a single question followed him into the heart of New Orleans. He and Ororo had eventually settled the matter by forcefully rescuing his brother and safely relocating him in Utah with a new identity. Remy had been so grateful and determined to repay his debt to her that he offered to serve as a teacher and a member of the team. Logan had resented the presence of Remy and the men at had been at odds with each other ever since.

The weather witch's lips twitched humored as she observed the two men who glowered at each other in silence. She didn't understand the force driving the rivalry between the two of them. They reminded her of two junk yard dogs and she was starting to feel like the proverbial bush they were pissing on to mark their territory. She knew neither of them were going to back down from the other any time soon which made her shake her head exasperated. Suddenly both men broke their heated gaze tensing up.

Logan let out a low grunt and turned in the direction where the volley ball game was taking place. His brow furrowed and Ororo could hear the low growl rumbling from his chest. His jaw was clenched tightly and there was a cautious troubled look in his dark eyes. Something was wrong. He could feel it. There was someone watching them, and he felt that whoever and whatever watching was ominously familiar...

"Logan, what is it? What is wrong?" Ororo asked anxiously.

Remy rose from his chair, taking off his shades and narrowing his red and black eyes in the direction that Logan was looking. The fine hairs on the back of his neck was standing up as he glanced around the beach warily. There was no one suspicious lurking nearby, but he was still uneasy. He may not have had the heightened senses of the feral man, but he had the uncanny ability to sense when danger was near.

Logan growled.

"I don't know Ro. Something...someone is out there. I can feel 'em."

They stood in a tense silence for a long moment before Jubilee jogged over, with her face beaming with excitement and her camera aimed to shoot. However her happiness faltered when she saw the worried serious looks on her teachers faces.

"Ms. Monroe, is everything ok?" she asked concerned.

Ororo looked down at the young girl and smiled reassuringly.

"Everything is fine, child," she said warmly.

Remy and Logan exchanged a brief glance before going back to their previous task. However neither men could shake the feeling that something dark and disturbing was lurking nearby...


	3. Chapter 3

Off in the distance high on the third floor in the privacy of a dark hotel room, a man smirked as he looked through the blinds cautiously. The warmth of the sun pouring into the room bathed across his face and making golden flecks to flicker across his amber tinted eyes filled with malice. What he was focused on was the one thing that fueled a dark unsatiable lust inside of him.

Women.

Women of all shapes, sizes, ages, shapes, and colors were walking along the beach and it made him quiver just at the thought of being able to over power any one of them that he wanted. His tongue flickered across his sharp yellow canine teeth with anticipation. He was practically drooling as he thought about what he had planned for each and everyone of them. Closing his eyes his breathing grew shallow as he imagined their screams in his ears. He could practically feel the warmth of the sticky blood that would flow from their bodies after he would tear into their soft flesh with his claws. This was his pleasure, this was his obsession.

Reluctantly he tore his eyes away from the women and focused on something more appealing to his present appetite. His more darker and personal obsession.

Logan.

He smirked as he stared down at the two men standing on the beach who were intently looking in his direction. He was slightly amused that they both were seemingly fixated on his position, but he wasn't surprise that the he knew Logan could sense that he was near. A soft hiss escaped his lips as he fought the urge to emerge from his hiding and kill his long time him adversary in the very spot in which he stood, but he fought back the urge. The hatred that they had for each other was so intense and strong that they had formed a bond of sorts where they instinctively knew when the other was near by. They were nemesis, mortal enemies. Once they had existed mainly just to see the other dead. However, Logans focused had changed. He sneered in contempt as he remembered watching his foe fight for a group of misfit vigilante's called the X men. Logan was no longer the savage and blood thirsty killer Victor once knew. Logan had grown soft. He had made the mistake of developing affection towards those who surrounded him and it would cost him. Victor would make sure of it.

Suddenly the door opened and he tensed as his two associates walked in with amused smiles on their lips. One was an older man with gray hair dressed in a distinguished black business man suit and the other was an attractive young blonde woman with blonde hair wearing a revealing white dress and black shades. Reluctantly he closed the blind and his heavy footsteps echoed in the cold dark room as he made his over to where they stood.

"What did I tell you Eric? We couldn't leave the big kitty alone for one second without him drooling over the prospect of killing Wolverine. Victor, you are so predictable," the woman smirked before her beautiful features quickly morphed away. In its place stood a woman with red hair, piercing yellow eyes and blue scaley skin.

"Go to hell, Raven," he sniped glowering at her.

For some reason Mystique got pleasure out of poking fun at him and over the course of the time he had known her, he had almost taken her life several times for her petty and stupid humor.

Raven laughed amused, obviously not intimidated by him.

"Correct me if I'm wrong Victor, but last time when you crossed paths with Wolverine didn't he almost kill you?" she asked saucily.

He took a menacing step towards the shape shifter, but Eric stepped in between the two giving them both a reprimanding glare.

Victor bristled angrily as he recalled the last run in he had with his nemesis the other man had managed to get the best of him. He trembled slightly as he remembered the arrogant smirk that had been splayed across Logan's lips. Victor had been left to bleed to death out in the middle of nowhere and if it hadn't been for Magneto finding him when he did, Victor was certain he would have died. This time it would be different. He would kill Logan slowly from the inside out.

"We do not have time for this. We are here for a reason. I will not have this mission ruined with your desire for revenge, Victor. Do I make myself clear?" Eric asked sternly.

Both remained a stony silence but it was enough to let Eric know that he had their obedience. Sighing he took off his hat and placed it on the bed before walking into the bathroom and closing the door behind him. He stared into the mirror with a sinister smile on his lips. He had finally come up with a fool proof to defeat the X men. It was almost too simple, but being the cautious man that he was he quickly blocked away the eagerness that he felt. He knew if he became to arrogant and confident then he would make simple mistakes, and he had learned the hard way that simple mistakes were the ones that caused genius plans to come unraveled. He turned the faucet on and splashed cold water on his face. Once the X men were defeated their would be no one to stand in his way in conquering the humans. Mutants would be able to rise to their superiority over the weak human race and the natural order of things will finally be right. No longer would mutants be the hunted, and looked at as outsiders. Smiling in anticipation he dried his face off with a small wash cloth before re entering the room where Victor and Raven were waiting.

Hearing his boss re enter the room, Victor turned towards him and snarled.

"I've been caged up in this room all damn day! I need to get out," he grouched darkly.

"You will have your fun later on this evening when we implement our plan into action. For the moment you shall wait patiently until that comes," Eric said in his usual curt tone of voice which left no room for discussion.

Victor didn't like the fact that he had to wait, but he knew better then to cross the boss. He smiled wickedly as he thought of the plan and how much he was going to enjoy playing his role. He knew that the only way to efficiently hurt his enemy was to attack something near and dear to him, and he knew exactly where to attack.

_Oh this weekend would be fun indeed..._


	4. Chapter 4

**Chapter Four**

"It's so beautiful here," Blake gushed as she stepped out of the bus that had arrived at the hotel lugging her suitcase behind her. In tow followed, Dana, Max, Terry, Zane and several of their other classmates.

Max stretched her limbs yawning, causing the blank tank top to rise slightly exposing her flat stomach. The plane ride had been less then enjoyable, and the bus ride from the airport had been no better. The air condition had broken leaving her hot and sticky, and she had been stuck listening to Blake and Zane chatter for full two hours preventing her from getting a nap during the three hour ride to their present location. It was safe to say she was grouchy.

Terry however was in high spirits. He draped one arm over Dana's shoulder and the other over Max as they made their way towards the group of teachers who were vainly pleading for the attention of the excited teenagers.

Dana turned and smiled eagerly at Max.

"Are you coming to the beach with us?" she asked hopefully.

Max sighed and shook her head.

"I am completely exhausted. I think I'm going to lay down for a couple of hours," she yawned once again.

Terry grinned.

"Oh come on, Max. You're not going to waste the few days we have in Mexico sleeping are you?" he prodded earning him a dirty look from the pink haired girl.

It seemed to take forever but the teachers finally manage to calm the rambunctious group down in order to take care of business. As the chaperones gave out room assignments and reminded everyone of the strict rules, curfew and mandatory activities for the weekend, Max could only think about how nice it would feel to crash and take a cat nap. Her peers, however, were practically breaking their room doors down so that they could get unpacked and on to the beach as quickly as possible. After she got her room key, Max grabbed her luggage off the bus and was heading towards the hotel when a low whistle caught her attention. Pushing her shades over her head she looked in the direction the whistle had come from and she saw three guys standing near a volley ball smiling in her direction.

Chelsea and Blake, both whom were rooming down the hall from her, elbowed her in the ribs and grinning deviously.

"The one with the blonde Mohawk is totally checking you out," Blake giggled.

Max snorted.

"He's checking _you _ out and you can go flirt while I go to our room and unpack and get some shut eye," she grumped.

Chelsea squealed softly grabbing her elbow preventing her pink haired friend from walking away.

"Don't you dare leave us. They are coming over this way," the blonde whispered flashing the boys her brightest flirtatious smile.

Max groaned and looked around desperately for Terry so he could save her but he was busy preoccupied helping Dana with her heavy suitcase. She sighed realizing that she was trapped as the three guys closed the distance between them.

The black guy with a blonde Mohawk grinned at her friendly, and she smiled back reluctantly.

"Hello ladies," the cute blonde greeted cheerfully.

"Hi," Chelsea said blushing.

Max rolled her eyes as she folded her arms across her chest brooding.

"I'm Bobby and these are my two friends Roberto and Evan. We go to Baysville High," he introduced friendly.

"I'm Chelsea and these are my friends Max and Blake. We attend Gotham High," Blake grinned.

"Are your boyfriends coming to help you guys with your bags?" the one Bobby had introduced as Roberto asked smoothly.

Blake and Chelsea's faces reddened while Max smirk grew.

_Smooth...real smooth..., _she thought amused.

"We don't have boyfriends," Blake said shyly.

Bobby's eyes practically lit up.

"Then we _insist _ on helping you," Bobby said not once taking his eyes off of Cheslea who was starring back at him flushing.

Max allowed her to sneak glances at Evan and she realized she found him attractive, and she was flattered that he seemed to be into her. As they made their way to the rooms they made small chatter and Max found herself laughing most of the way. Evan was not only attractive, but he was funny, and down to earth. As they came to a stop in front of her assigned room, the door next to hers open and Terry stepped out.

"Max you didn't happen to bring your laptop," he started, but stopped when he saw the strange guy standing with his best friend.

Max rolled her eyes amused and un slung the black case that had been hanging from her shoulder handing it over to Terry who sighed gratefully.

He arched a dark brow eye at her curiously and she shot him a dirty look.

"Evan this is my friend, Terry. Terry, this is Evan. He is a senior at Baysville High," she introduced.

Both guys nodded acknowledging each other.

Max turned to Evan and flashed him a grateful smile.

"Thanks for helping me with my things," she said graciously.

"No problem. Are you doing anything later?" he asked.

Terry grinned.

"Actually Max was planning to," he was cut off by a dark glare from Max.

"No, not really," she murmured.

Evan grinned.

"Well a couple of my friends and I are were about to have a game of tag foot ball on the beach in an hour. You guys should bring some of your friends and come play," he smiled brightly.

Max smiled warmly.

"I will love too," she said biting her bottom lip softly.

Terry could barely keep from laughing. He was witnessing something rare, something he had never seen before. He was witnessing Max actually being interested in a guy and it amused him how quickly her sass and wittiness was replaced with coyness.

"Ok, I'll see you out there. Bye Max," he said shyly before taking off back towards to the beach.

Max followed him with her eyes and she regained her focus abruptly when Terry cleared his throat bemused.

"What happen to you getting sleep?" he asked with a smirk.

Max smiled secretly as she slipped her key into the door gaining access to her room.

"Well you were right, Ter. I shouldn't waste the few days we have in Mexico _sleeping_," she said slyly before walking into her room to get changed leaving Terry staring after her with a snickering.


	5. Chapter 5

**An Hour Later...**

"I'm sorry. I would have to say the one with the auburn hair is hotter. I mean have you seen his face? He's _so_ gorgeous, not to mention his body is totally solid," Chelsea crooned starring dreamily at the teacher who was walking down the beach with a white haired woman.

The students of Gotham High were lounging on the beach enjoying the sun. While most of the girls and guys were lounging out on their towels getting tans, Blake, Chelsea, and Max were busy checking out the male teachers from the other school. Beside them Dana was laid out on her towel while Terry happily slathered her exposed skin with tanning oil. Max watched Terry with a sly smile on her lips. He looked so adorable with his baseball cap turned backwards. For once he didn't seem like a serious teenager with the burdens of the world on his shoulder. He reminded her of a kid his age.

Blake shook her head in disagreement.

"He would be hot if you were into pretty boys. I, however, like a rugged man so I would have to say the burly one is hotter hands down. His body is way better then any guy I have ever seen and he has that bad ass look about him that is so sexy," she grinned starring over her shades at the Canadian teacher who was sitting in a longue chair scowling.

"So which one do you think is hotter, Max?" Chelsea asked deviously.

Max groaned. It was just her luck Terry would abandon her once again to be with Dana in their own private romance land while she was stuck with two extreme boy crazed girls. Fortunately she was saved from answering when their green haired friend decided to butt in.

"I would say both of them are equally gorgeous. I wish our teachers were that hot," Zane said wistfully before casting an amused Mr Ziggerman who was cleaning sand off his glasses.

Mr. Ziggerman was thier biology teacher who was pushing fifty and balding. Max blanched when Ms. Lowell, their English teacher, walked over to him and started talking. From the looks of it they seemed pretty chummy. Her eyes widened when she saw Ms. Lowell, who was an attractive forty year old, lean in a little closer to Mr. Ziggerman laughing. The universal sign for flirting.

_"No way," _ she mused feeling a mixture of amusement and disgust at the thought of the two being romantically involved.

Her thoughts were interrupted when Evan ran over with a football in his hands, trailed by Bobby.

"We're getting ready to play. How about Baysville versus Gotham? We'll see who's the better school," Evan suggested slyly.

"That's us, bro. We won't even break a sweat," Gary taunted arrogantly eaves dropping from behind Max.

"We'll see about that," Bobby smirked before talking with Terry off to the side.

"Remember, love of the sport, boys," Max reminded amused standing up and pulling off her shirt and revealing her hot pink bikini, "No need to get competitive. It's just a game."

She flushed as she noticed Evan looking at her with a grin.

Terry came out of nowhere and stood in front of her blocking her view of Evan. She stared at him puzzled. She moved to walk around him, but was mystified when he blocked her path.

"Yes, Ter?" she asked amused.

He leaned in close to her.

"You do know realize that Evan guys is practically undressing you with his eyes, don't you?" he warned in a low voice.

She laughed.

"That was kinda the point of buying the bikini," she said patiently.

Terry shifted slightly.

"You don't know the guy all that well. You don't find it creepy he's starring at you that way?" he insisted.

Max looked at him strangely.

"I found it creepy that you were lathering Dana up like butter on a piece of bread that you want to eat, but to answer your question, no. I don't find Evan starring at me creepy. I find it flattering," she smirked crossing her arms over her chest.

Terry sighed relenting. He knew he was probably being overprotective and that it would be best if he dropped the conversation.

"Bobby informed me that they have a shortage of girls on their team so we either have to sit one girl out or someone can go over," he started.

Max didn't wait for him to finish.

"Problem solve. I'll be on their team," she said brightly, before joining Evan and his group.

Remy gathered the two teams around him for the coin toss and the rules.

"Alright, Terry and Evan are team captains, which means they are the quarter backs. I want a clean game. Guys tackle guys, girls can tackle either or," Remy informed slyly.

The two teams spread out on the sand and because Terry won the coin toss, his team got the ball first. He squatted down and called a play which everyone on his team understood with the exception of the girls, who looked utterly clueless. Evan threw the ball to Bobby and was horrified when Terry leapt in mid air intercepting it. Evan bolted after him and Terry was inches from scoring a touch down when Max sprang out of nowhere pouncing on Terry's back causing him to crash down to the ground. He rolled over and she giggled as he stared up at her stunned.

Max smirked kneeling next to him.

"Looks like you had a good bite of that _sand_wich," she taunted ruffling his hair before running over to where Evan was standing and exchanging an high five with him.

Terry flushed embarrassed. The guys on the other team were pointing and laughing at him.

"That has to be some kind of foul," he protested.

Remy shook his head amused, and Max grin widened as Terry stared at her with an all too familiar look in his eyes. Revenge.

The game went on for the better part of an hour. The score was tied up and most of the players were covered in sand, hot, tired and hungry. Terry wiped sweat of his brow as he glanced over at the other team who were huddled together making their final play. It was all down to this final scrimmage. If they scored Baysville would win, but if not Gotham would win.

Once Bobby hiked the ball to Evan, the players of Baysville scattered and Evan fell back looking around to where he could launch the football.

"Catch, Max," Evan called hurling the football in her direction.

Max stopped and threw up her hands and caught the ball easily. She barely had time to celebrate her victorious catch as she spotted Dana, Chelsea, and Blade making a mad dash towards her. She giggled as she bolted towards her end zone with the wind whipping through her fuchsia pink hair, and sand flying from underneath her feet. She was a few feet away when she felt a pair of arms lift her from the ground, gently falling with her into the sand.

"Terry," she complained laughing as she tried to squirm out of his arms.

"That's for tackling me," he said mischievously as he tickled her in retrubution.

She gasped struggling to get away but he had her pinned down.

Remy grinned and threw up his arms.

"Gotham wins," he announced.

"Dana," Max shrieked imploring her friend for help as Terry tickled her mercilessly.

The Asian girl laughed amused.

Terry's team broke out with excited cheers as they hi five each other in celebration. The Baysville students grumbled, but wasn't too unhappy as Ororo offered them consolation in the form of lunch.

"Guys we're taking a break for lunch," Dana informed, still laughing before she followed the cheering group up the beach.

Desperate to get free, Max flipped Terry over accidently causing him to land face first in the sand. When he looked at her glaring at her with a face full of sand, she lost it. She could barely run from laughing so hard as she ran towards the ocean trying to get away from Terry who was in hot pursuit.

Max dived into the ocean smiling as she relished in the cool water washing over her as she swam blissfully. The water was clear, so as she swam she could visibly see the many different beautiful things that laid beneath the ocean's surface. She could feel fresh vibrant green kelp brush against her ankles as she kicked her legs swimming to the surface for air.

She grinned as she felt Terry's arms circle around her waist holding her firmly as they both treaded water.

They gasped for air as they surfaced above the water. Several birds squawked noisily as they circled in the sky above them.

"You cost me that game, McGuiness. Now Evan is going to think I'm some dweeb," she gasped glaring at him playfully.

He smiled innocently.

"Maybe if someone didn't tackle me to show off for their boyfriend," he said slyly, trying to catch his breath.

Max felt her face grow warm.

"I just met the guy, Ter. He's not my boyfriend," she mumbled.

"Yet," he taunted.

She splashed water playfully in his face laughing as he sputtered surprised. Growling he grabbed both of her wrist pinning her to his chest with a smirk on his lips.

"You're never going to learn are you?" he murmured wickedly.

She looked up at him and arched an dark eyebrow.

"Whatever it is that you're thinking about doing, don't," she warned squirming to get loose.

"Max, look," he whispered astonished, looking past her.

She stopped struggling and turned around to see the most beautiful thing she had ever seen in her life. A group of dolphins were swimming just a few feet away and several were leaping out of the water through the air almost as if they were racing each other.

"That's incredible," she heard Terry breathed not daring to move out of fear that he would scare them away.

For a long moment they watched until the dolphins faded away off into the distance leaving behind ripples in the crystal clear water. Below them a school of tiny tropical fishes swam along the ocean floor. The sun's golden glow shimmered off the surface of the water. She looked down and smirked when she found his arms still locked around her waist loosely.

She faced him, fully prepared to make some joke, when the words died on her lips. The expression on his face left her breathless. She had never seen him look so at peace and it left her speechless. He looked completely different to her with the weight of the world off his shoulders. She never looked at him as anything but a friend, but she couldn't deny how attractive she found him at that moment. His cobalt blue eyes were sparkling with contentment and for the first time in a long time, he truly looked relaxed and carefree. As she stared at him curiously she wondered if this is how Dana felt being wrapped in his strong arms and to have his soft beautiful lips hovering inches away from hers.

"Don't you wish we had the chance to see things like this in Gotham? To see peace and just harmony every where you looked," he asked wistfully.

"It's the way of the universe, Ter. Without Chaos they can't be Order and vice versa, but I agree with you. This is nice," she said softly.

He smiled down at her faintly. She could see the sadness resurface in his eyes and it pained her. He was too young to have that kind of weariness on his face, and more then anything she wanted to bring back the happiness he had been feeling earlier.

"Terry?" she murmured drawing closer to him with a mysterious look in her eyes.

"Yes Max?" he answered huskily smiling down at her.

His smile. It was so warm and sweet, with a small hint of self satisfaction. She could feel the heat of his breath against her cheek and she struggled to remain focused on the task at hand. She lowered her eyes to the smile still on his lips and inched her body closer to his. She could see the question in his eyes, but he didn't pull away. Reaching around his neck she tangled her fingers through his wet hair almost making their foreheads touch. Then it happened.

Using the element of surprise and all her strength she dunked his head under water.

"Race you back to the beach," she laughed before swimming away as he called threats of bodily harm after her.


	6. Chapter 6

**New Chapter**

**Author's Note: Sorry for the delay. I am officially over my writer's block so I shall be updating much rapidly now.**

Later that night, Ororo hummed softly as she walked down the halls of the hotel that making sure the students were in their rooms safe and sound for curfew check. So far everyone had been where they were suppose to be; either in their rooms chatting away with their assigned roommate, or fast asleep much to Ororo's relief. She knew that she wouldn't have to be to worried about any of the students sneaking out once she turned in. For the most part the students were responsible and mature with the exception of Bobby and Jubilee. Sighing wearily, she looked down on the beach she spotted several of the teachers from Gotham had gathered around a bonfire. She smirked when she spotted Logan sitting a good distance away from the group puffing on a cigar and starring out towards the ocean. Slipping off her sandals, she walked across the sand to join him.

"It is a beautiful evening, is it not?" she murmured sitting beside him.

He grunted his usual greeting before exhaling a mouthful of smoke into the air. Ororo wrinkled her nose, disgusted by the habit but said nothing about it. They sat in a comfortable silence just listening to the sounds of the waves crash against the shore. The one thing that Ororo liked about Logan was that he never felt he had to fill a silence with pointless chatter. They were both content with just enjoying the sounds of nature.

"So where's the Cajun? I'm surprise he ain't nowhere around seein how he always seem to be all over ya," he smirked.

Ororo smiled. She knew that the affection that Remy showed her was harmless flirtation, but for some reason Logan seemed to think otherwise.

"I do not have the slightest clue where Remy has disappeared to. My guess would that he had found himself a beautiful senorita and that he is charming her pants off as we speak," she said amused.

Logan grinned and stared at her wide eyed.

"Ro, I never took you for a lewd talker," he drawled slyly.

"When I said he is charming her pants off, I meant it figuratively, not literally Logan. It is you who needs to get your mind out of the gutter," she teased, slowly rising to her feet and dusting the sand off her backside.

"So what's the plans for tomorrow? More fun in the sun?" he drawled as the walked beside her barefooted in the tide.

Ororo looked at him accusingly.

"Well if you attended the meeting I had arranged with the chaperon's from Gotham High then you would know," she pointed out.

Logan scoffed.

"You of all people should know that faculty meetings ain't exactly the kind of thing I do," he pointed out.

Ororo glared at him sternly, but she couldn't help but to be somewhat amused. Logan was a rebel and no matter her efforts to reason with him, he was always going to be stuck in his ways.

"The teachers from Gotham is chaperoning a trip to this teen club tommorrow night. Supposedly they are hosting a party for all graduating seniors this weekend and a bunch of other schools are attending and I thought we could take our students. It has a strict dress code that requires formal dress attire, so I am taking the girls shopping," she started.

Logan stopped walking abruptly.

"You can stop right there, sister. I ain't goin on no flammin shoppin trip with a bunch of girls," he said firmly.

"Logan, that sentence was filled with horrid grammatical mistakes. If you wish to protest at least have the decency not to slaughter the English language in the process," she chided with a kind smile.

Logan rolled his eyes good naturally. A part of him was irked by the way Ororo felt the need to correct his sentence structures, but the other part of him was amused.

"Give me a little credit. I would never dream of asking you to accompany a group of girls on a shopping trip. I will leave it to you and Remy to make sure the boys are squared away, and may I remind you, jeans and plaid shirts do _not_ count as formal," she warned with a smirk.

Logan chuckled, her verbal jab at his choice of wardrobe not lost on him.

"Did you just poke fun at me, Ro? I'm starting to think that underneath all that seriousness that you have a sense of humor," he said wryly.

"I believe there is a time and place for everything," she said slyly.

"Are you talking about your humor or my wardrobe?" he asked amused.

"Both," she smiled easily.

An hour later after talking and laughing they finally found their way back to the hotel. Ororo smiled when they came to a stop in front of her hotel room. A part of her almost hated that the evening had came to an end. It was the first time in a long time she had allowed herself to not be so closed up and she suspected Logan had opened up as well. He had even laughed, something that was very rare for him to do.

"I just wanted to thank you. It has been quite awhile since I have enjoyed myself as much as I have this evening. I appreciated your company," she smiled warmly.

"You ain't got to thank me, darlin. I had a great time too," he said huskily.

She was about to walk into her room when she felt him gently grab her hand.

"Ro?"

She turned around feeling a warm blush creep up her neck.

"Yes, Logan?" she answered warmly.

"It's not often that I see you smile. It would be nice if you did it more often. You are much more beautiful when you do," he murmured.

Ororo blinked surprised as he started to walk away. His words had caught her off guard.

"Logan, wait." It was her turn to stop him and she felt her heart beat quicken in her chest, and judging from the changed look in his eyes, she knew that he had picked up on her emotions.

She flushed under the weight of his gaze. He had never looked at her that way before and she felt excited and anxious. Her eyes fluttered closed as she felt the course hairs of his beard graze her skin softly. Being this close to him she could smell the mint and cigar on his breath mingled with his soapy aftershave and natural wild scent. She didn't know whether it was the subtle attraction that had always been between them, or if it was the romantic atmosphere around them, but she could feel a slight shift in their relationship. She was appalled as her body defied her and pressed closer into his touch. His lips trailed from her cheekbone and hovered momentarily over her mouth. She could feel his strong hands rest lightly on her hips, gently guiding her closer to him. Ororo licked her lips nervously as she stared into his eyes unsure of how to proceed. Their lips were inches apart, and Ororo could feel herself tense with delicious anticipation. It had been a long time since she had a romantic relationship with a man, and Logan was a lot more man then she was use to. His lips nearly grazed hers, when the sound of someone clearing their throat broke them apart.

"When de cat's away de mice will play, non?"

Ororo and Logan looked up to see Remy starring at them with a smirk. She was startled that he had managed to sneak up on them seeing how Logan had heightened senses. Flustered she took a couple of steps away from Logan and raked her mind for an explanation. She opened her mouth several times attempting to defend what she had been doing, but she was horrified when she remained speechless. The disapproving stare Remy was sending her way only made her feel worse. It was absurd! She was a grown woman, yet she felt as if she had been caught with her hand in the cookie jar.

"It's a good thing dat Remy came back when he did. Someone had t' keep an eye on de kids," he said evenly.

"Shut yer trap, gumbo. Ro and I had our eye on the kids," Logan said lazily leaning against the railing.

Logan could sense his cool demeanor angered the Cajun, and for some reason he got a rise out of it. Remy was arrogant and on some unconscious level, Logan enjoyed bringing the cocky son of a bitch down a peg.

Remy smiled coldly.

"Remy ain't no fool. We both know what y' had yo eye on, homme'," he said evenly.

Ororo jumped back as one of Logan's claws extracted.

"You want to run that by me again, bub?" he snarled.

Remy took a menacing step forward and Ororo stepped between them annoyed by their fighting. While she had been flattered months ago by their constant bickering around her, she had finally had enough.

"Whatever is going on between the two of you, needs to be ended. You two act like two junkyard dogs circling each other and I do not want any part of it. I am going to call it a night. Goodnight, Logan," she said stiffly before turning her icy glare on the Cajun," Remy."

Both men watched as she stormed into her hotel room and slammed the door behind her.

Anna winced as she heard the door several halls down from hers slam with authority. It seemed like every time she would try to get to sleep, some noise or some thought would come along and disturb her. Sighing softly, she climbed out of bed and pulled on a shirt, her gloves and a pair of pants and quietly snuck out of her room. Her eyes widened startled when she came face to face with Scott, who had his hand up as if he had been ready to knock. She felt her face flush as she realized how close she was standing to him.

"Summers, it's past curfew. What are ya doin' here?" she whispered.

"I couldn't sleep and I was wondering if you wanted to just go for a walk and talk," he said with a smile.

His request surprised her.

"If Storm or Logan catches us, we will be in big trouble," she said hesitantly.

He shrugged.

"We won't go far. I promise," he assured.

"Ok," she smiled bashfully following him quickly down the hall.

They walked until they came to the pier and walking up the mounds of the sand, the settled into the shadows where they watched the ocean crash against the beach softly.

"So how are you enjoying the trip so far?" he asked as he pulled his knees up to his chest and glanced over at her.

Anna shrugged.

"It's okay Ah guess. Ah am kinda bummed that Ah haven't seen much of you around though," she said softly, tucking a strand of white and brown hair behind her ear, a nervous habit of hers.

Scott smiled apologetically.

"I'm sorry if it seemed as if I had been avoiding you. It's just that me and Jean have been having a blast and I feel that we've been getting a lot closer," he said softly.

Anna swallowed deeply.

"Ah know. It's just that you are the only person who doesn't think that Ah am a freak besides Wolverine and Storm," she said quietly looking down into the sand.

"That's not true. I saw some guys checking you on the beach earlier. They didn't seem to think you were a freak. In fact," he paused placing his hand over her gloved one, "They thought you were beautiful."

Anna was horrified to feel her face grow hot.

"Yeah, and how do you know what those guys think?" she asked softly.

He smiled easily.

"Because I'm a guy and I think you are beautiful," he said sincerely.

"You really think that Ah am beautiful?" she asked blushing deeply.

Scott nodded with a smile.

"Of course I think you are beautiful, Anna. I also think you are special," he smiled before removing his hand.

Anna felt a wave of sadness wash over her. She really liked Scott and she wanted nothing more then to show him how much she liked him, but she couldn't without killing him. She fought back tears of frustration. It just wasn't fair. Not wanting him to see her cry, she turned her face away from him struggling to gather her composure.

"Maybe we should be headin' back. Ah don't want anyone to notice that we are gone," she said quietly, attempting to stand up.

Scott's hand shot up and grabbed hers preventing her from walking away. Anna looked down at him confused to see that he was looking at her strangely. She couldn't place her finger on it, but she suddenly got weird vibes that something was off with Summers. The Scott she knew wouldn't be caught breaking the rules, and he sure wouldn't have lured her out here to put the moves on her when he already had a girlfriend.

"Scott," she started.

"You and I will never fit into their world, Anna. You and I are not like them. We are special," Scott said in a strange, feminine, distorted voice that made Anna's blood run cold.

Reaching over with trembling fingers, she snatched Scott's glasses off and found herself staring into a pair of familiar yellow eyes with black pupils slanted like those of a snake. She felt a surge of anger rush through her as she scrambled to her feet, putting distance between her and the person who was obviously not Scott. For a long moment neither of them spoke.

"Raven! What are _you _ doing here?" Anna demanded angrily.

The shift shaper smiled and transformed from the man Anna knew as Cyclops into a person that she had once used to get closer to her daughter. Risque. Anna, however, was not amused. The relationship she had with her foster mother was at best, dysfunctional. Raven Darkholme had been solely responsible for why Anna had trust issues. Anna had allowed herself to open up to the girl she believed to be Risque only to be betrayed in the most horrible of ways.

"I have come to save you, daughter," she said gently as she shifted back into her natural form.

Anna backed away from her feeling hot tears born the corner of her eyes.

"You are not my mother, and I don't want your "rescuin" so leave me be," she snarled turning to walk away.

Raven blocked her way.

"Anna, please," she tried.

The brunette snatched off her black velvet glove and pierced Raven with a deadly stare.

"You take one mo' step closer and Ah swear," she warned.

"Oh, Rogue, don't be so dramatic. We both know what happened last time you were in my head. It took you a long time to recover. I don't think you want to experience that again. _I _ don't want you to experience that again," Raven said sympathetically with her arms folded across her chest.

Anna felt her heart plunge to the pit of her stomach as the terrible memories came flooding back to her. Absorbing Mystique's memories had nearly caused her to go insane. Her powers had spiraled out of control and it took months of counseling with the professor before she regained a sense of normalcy. The incident had left her with a mental scar she knew she would carry for as long as she lived, and she hated Raven for being the source of her constant nightmares and mental anguish.

"Why don't you just leave me alone? Let me live mah life and stop tryin to control me! Ah don't want nothin to do with you, " she snapped.

"Anna, you don't fit in here. The only friend you had was Scott, and you see how easily he turned his back on you for his girlfriend. I watched how these insignificant pathetic humans isolated you because they thought you were 'strange'. With the Brother hood you wouldn't have to worry about being an outcast. You would be accepted with open arms," she tried.

Anna laughed harshly.

"You have no room to talk about Scott. If Ah remember correctly, it was _you _ who disguised yourself as "Risque" pretending to be my friend. All you wanted to do was get close to me so you could steal information from the professor. You never really cared about me so don't try to play me. Ah ain't that dumb," she said coldly.

Raven shook her head sadly.

"You have it all wrong. I care about you, daughter. I did what I did to protect you. Charles doesn't care about your well being. He is only exploiting your powers to serve his selfish purpose," she protested.

"Ah have a home there. The professor wants to _help_ me with mah powers. He ain't tryin to exploit me. Everything you say are lies," she snarled balling up her fist defensively.

The two women glared at each other, both visibly upset. Anna was angry and Raven was deeply hurt. Despite what Anna thought, Raven truly cared for her foster daughter.

"I'm sorry about this, darling, but it's for you own good," Raven said softly.

Before Anna could figure out what her foster mother meant, she felt something hard strike her on the back of head and she slumped to the sand unconscious. Victor Creed and Eric stood towering over the teenage girl with a dangerous gleam in their eyes. As Victor reach down to lift Anna off the ground, Raven gave him a warning.

"Be gentle with her, Creed. I want her incapacitated, not dead," Raven she said firmly.

Creed cradled the girl carefully with a look of lust in his face.

"Don't worry, Raven. I'll be gentle," he reassured evilly.

"If you do anything to my daughter I swear you will die," she hissed, her eyes flashing angrily.

Victor growled.

"Relax, Raven. Victor knows touching Anna would be detrimental to his health in more ways," Eric assured casting a dark look at the other man who just scowled unhappily.

"You just need to worry about keeping your distance from Wolverine. If you get too close then he will be able to sense that you are not Rogue. I need you close to him until our plan takes effect. Wolverine must not be allowed to interfere." he warned.

Raven smiled darkly before transforming into her foster daughter Anna Marie and walking back onto the beach to join the other students. Everything was going according to plan. Luring Anna away had been much easier then Raven had thought, but then again she suspected her daughter had romantic feeling for Scott. She flipped her brunette over her shoulder and grinned. She would carry through with the plan Magneto had set, but she would also see that she destroyed everyone who ever dared to hurt Anna emotionally and that included Scott. Maybe then she would regain her daughter's trust and together they would be an unstoppable force.

"Ah to be young again..."


	7. Chapter 7

**The Next Afternoon...**

Terry laid stretched out in his bed exhausted from spending the whole morning and half of the afternoon shopping with the girls. He had let Dana and the other girls play dress up with him and it left him completely drained. He had somehow forgotten to bring something formal to wear to the senior dinner and had been forced to go on the shopping trip reluctantly. He couldn't recall how many suits he had tried on in the six hour span period. All he knew is that when Dana finally squealed that she had finally found the "perfect threads" for him to wear that night, he hadn't protested. He hadn't even had the energy to accompany the rest of the students down to the beach where they were getting surfing lessons before that's night festivities. An hour later he felt more energized and stretching he walked outside of the hotel room and looked down at the scene on the beach.

Leaning against the railing, he spotted Dana and Chelsea swimming out to sea to test their newly learned skills, and Max and Evan were sitting together starring out at the horizon. Terry frowned as he watched Evan place his arm around Max's shoulder. He expected to see Max shrug it off, but he was stunned when she snuggled up closer to him. It bothered him that she knew him for an twenty four hour time span and she was already allowing this guy to get friendly with her. Before his mind had any more time to wander his concentration was broken abruptly.

The sound of someone's door opening made his head jerk up and he looked in the direction of the disturbance to see the tall Cajun Chelsea had developed a major crush on step out of his room shirtless and smoking. Seeing Terry, Remy mumbled an apology and flicked the cigarette away.

"Terry, isn't it? Remy tinks he recalls Evan tellin' him dat y' are friends with the femme, Maxine," he said leaning against the railing with a soda can hanging from one of his hands.

Terry nodded, all the while thrown off slightly by the man's repetitive reference of himself in the third person.

"Is there a reason why y' are here alone instead of enjoyin' de surfin' lessons with your friends?" the Cajun asked curiously striking up an conversation.

Terry shrugged.

"I guess I just needed some time to chill," he said casually.

Remy smiled slyly.

"De girl with de jet black hair...Remy saw you wit her fo' most of de day. Is y' gal, non?" he asked.

Terry nodded.

"Dana is a really great girl. She's beautiful, sweet, and patient..." he started.

Remy sighed amused.

"There sounds like there is a 'but' at de end of dat sentence," he said.

"My best friend and I kinda had this weird thing happen between us and she's pretending that it was nothing, but it doesn't change the fact that it happened. I mean I don't know how to explain it. It was like this...spark...," he said quietly, before telling Remy about what had taken place between him after the football game the previous day.

Remy grinned.

"Oui, dis be a tale as old as time. Boy is in serious relationship with the girl next door. Boy falls for best friend. Boy confused...Am I right?" he asked slyly.

Terry blushed.

"Well technically Dana isn't the girl next door, but...sort of. I mean I don't know exactly how I feel about Max," he admitted.

"Mexico is a pretty romantic place, homme. Maybe it's all dis atmosphere cloudin' y' judgement," he started, but then his smile turned sad as he looked down the beach where the white haired woman was walking alone.

Terry noticed the wistful look on the Cajun's face, but decided not to ask.

Remy cleared his throat softly and turned his attention back towards Terry.

"Well do you love y' girlfriend?" he asked bluntly.

The question hit Terry like a splash of icy cold water to his face. Wondering whether or not if he was in love with Dana always made him squirm and for some reason he would find something else to focus on to avoid answering it. He knew that he liked her, a lot actually, but love? The very thought made him nervous. He had never used the word in a relationship with a girlfriend fearing that it would make things far too serious and far too complicated. However he knew that it was time to face the truth.

"I think so," he said flustered.

Remy chuckled.

"Let me guess. Y' love her, but you ain't _in _love. Y' be jus a young pup right now, but one day y' will know de difference. Here's my advise mon ami, as cliche' as it may sound, don't settle with the one y' can live wit. Settle fo de one y' can't live without," he said sagely.

Terry smirked.

"Are you saying I should tell Max how I feel?" he asked softly.

Remy smiled wistfully.

"Oui, but Remy advises you tell her at a time where both of you are uninvolved. If she is focused on another homme' chances are she won't be very receptive to you," he said softly.

"Thanks for the advice," Terry grinned before heading back into his hotel room to get ready for dinner.

Later that day as the sun was slipping down over the horizon preparing a beautiful sunset, all of the students from both schools could be found preparing for the formal dinner that was to take place that evening. Most of the girls room doors were left wide open as they ran to and fro to borrow and lend things to other girls who had lost or forgotten things of their own. Max sighed as she stood in front of the mirror and slipped on the gold stilettos the girls had convinced her to buy earlier that day. While the shoes were very fashionable, the four inch heel on the bottom made her shiver with dread. She had a feeling she'd be kicking them off before the evening ended.

_"At least I'll be tall for a change," _ she smirked as she fastened the clasp of the heels.

Looking at her reflection she ran a brush through her hair pulling it back into a casual chic high short ponytail so she could show off the gold chandelier like earrings she was wearing. Chelsea had spent thirty minutes helping her with her make up and even though the blonde had the tendency of going over board, Max actually was pleased with the final result. Her eyes had been given the smoky look with a black eyeliner, and her full lips had been brushed lightly with pink lip gloss. The dress she was wearing was a simple white sleeveless mini dress with a thick trendy gold belt cinched around her waist giving the dress a more glamorous look.

"You look amazing, Max. Evan is not going to be able to keep his eyes off you," Chelsea grinned as the two girls exited the hotel room and made their way down stairs to join the other students who gathered on the beach.

The restaurant was just off the beach so it was only sensible to walk there instead of taking the bus. Max spotted Terry with his back turned towards her in conversation with Dana. For some reason she felt nervous about Terry seeing her outside of her usual wardrobe. She didn't want him to think she looked foolish or ridiculous, which was silly seeing how they were best friends. He had seen her in many different ways but this was different. For a moment she was seriously thinking about fleeing when Dana spotted her.

"Wow, Max! You look amazing," Dana grinned rushing over to her.

Max smiled shyly.

"Thanks, Dana," she mumbled feeling her face burn hot.

Terry turned around and faced her and she exhaled deeply as her eyes did a slow sweep from his face down to his feet. He looked incredible in the black slacks and the deep blue shirt opened at the collar that made his eyes appear even more blue.

Dana turned to Chelsea and both girls walked a few feet away to where Blade was standing in a risque black form fitting dress.

Max noticed Terry starring at her, and it made her shift uncomfortable in her heels. He was looking at looking at her with an unreadable expression on his face and it made her feel nervous.

"I swear, McGuiness. If you even think about making some idiotic comment," she warned.

Terry finally closed his mouth and looked her in the eye.

"I was just going to say that you look...beautiful," he said with a warm smiled.

Max blushed lightly and smiled relieved.

"Thanks, Ter. You don't look half bad yourself," she murmured.

Their eyes met once more and she could feel the atmosphere between them sizzle with a strange intensity she hadn't ever felt between them before.

The spell between them was broken when Evan walked over with a single red rose in his hand, followed by Kitty, Bobby, and Jubilee.

"Hey, Max. Wow, you look really pretty," Evan gushed starring at her wide eyed.

Max blushed deeply under his praise.

Jubilee elbowed him non too gently.

"Evan, you're drooling," the Asian girl whispered slyly.

Blushing mortified, Evan quickly handed her the rose hoping to avoid any more embarrassment.

"Thank you," she smiled accepting the beautiful flower.

Terry leaned in close to her with a sly smile.

"How romantic," he taunted softly before walking in the direction Dana had scurried off in leaving Max starring after him with a smirk on her lips.

As they all walked in groups towards the restaurant , Max was laughing at something Kitty had said when her eye caught Terry's once more. He smiled at her warmly before turning his attention back to Dana. Max returned his smile before sliding her hand into Evan's. Things had been sort of weird between her and Terry since the incident in the ocean where she had pretended to want to kiss him. After she had dunked his head, she had realized that he had actually wanted her to which left her feeling conflicted.

"Max?"

She was snapped out of her musings by Evan softly calling her name. She looked over at him curiously to find him smiling shyly at her.

"I wanted to give you something," he murmured reaching into his pocket.

She gasped softly when he pulled out a beautiful necklace with a dolphin charm on the end of it. The chain was made of tiny white seashells and the charm was made out of some kind of smooth and exotic stone.

"Evan, it's beautiful," she said softly, moved by his thoughtfulness.

"I saw it earlier and I thought that it would be perfect for you. Plus I wanted you to have something to remember me by when you go back to Gotham," he smiled stopping so he could place it around her neck.

All thoughts of Terry faded from her mind as she allowed herself to fully focus on Evan. He was so sweet and down to earth that she found herself really liking him. It had been awhile since she had met a truly nice guy who wasn't a sociopath and freak. It's been even longer since she felt romantic feelings for someone and had those feeling reciprocated and she was set on enjoying it as long as it would last.


	8. Chapter 8

Ororo Monroe stood back watching as the kids danced to a fast hip hop song with a smile on her lips. She would never see what the young people found fascinating about music where the artist spoke so fast that you could hardly understand what they were saying and suggested things so raunchy. Her white eye brow arched as she spotted Bobby Drake grinding on one of the female students from Gotham in a very sexual manner. Most of the students were dancing slightly provocatively but Bobby and his partner were taking it a bit too far in Ororo's opinion. Seconds later her jaws nearly dropped when she saw the shocking place Bobby's hand had roamed. He had officially stepped over the PG-13 line and crossed into rated R territory. She started to walk over to him and issue him a warning when she saw Logan approach the young boy. A few seconds later, Logan walked away from the couple and Bobby's face looked ashen. When they resumed dancing, she was amused to find Bobby was suddenly dancing a very respectable distance from the girl who didn't look to happy.

"What did you say to him?" she asked curiously as Logan walked up beside her.

"I just told him no dry humping on my watch and if I catch him doing it again he wont have an organ to hump with," Logan smirked.

Usually Ororo would have frowned at such a threat but instead she laughed merrily. Logan smiled, loving the way her laugh lit up her beautiful face.

"Apart from all the horn dogs, the kids seem to be enjoyin' themselves," he chuckled.

Ororo smiled. The graduation dinner had been a success. The food had been wonderful, and the kids were making the best out of their last night in Mexico. Even Logan managed to loosen up noticeably. He hadn't worn a suit, but had compromised by wearing jeans that weren't torn along with a long sleeve black colored shirt. Even his usual surly expression had faded and he appeared more approachable. Logan glanced over at Ororo and observed her silently. She was wearing a simple yellow strapless sun dress that draped around her ankles and her white hair fell straight down her back. The dress probably would have looked plain on anyone else, but on her it made her look every bit of the Goddess all the students referred to her as. Logan couldn't help but to stare at her with open admiration. She was beautiful. He was about to tell her that when Remy walked over flashing her usual charming smile. Logan's annoyance grew when the Cajun pulled a single red rose from behind his back and presented her.

"Care to dance, Stormy?" Remy offered holding his hand out to the speechless windrider.

She cast a smile at Logan who nodded and watched with a tight smile as Remy took her by the hand and led her into the middle of the floor crowded with dancing teens. It felt a bit clasphobobic, but she didn't want to be rude so she inhaled deeply and focused on not panicking. She let her body sway to the soft rhythm of the song blaring through the speakers breathing deeply. Almost as if he had sensed her apprehension, he wrapped his arms around her petite waist and held her close and flashed her a comforting smile. She laughed gaily as he twirled around and dipped her low bringing her back up slowly.

"Y' havin' fun, Stormy?" he asked grinning.

She sighed amused.

"When are you ever going to cease from calling me that ridiculous nickname?" she asked mocking annoyance.

"Y' know y' like it," he teased wiggling his eyebrows suggestively causing her to chuckle softly.

Her eyes lifted and caught Logan's gaze. He was standing across the room with his arms folded across his chest watching them with his typical smirk on his face. She felt her cheeks grow warm and she looked away quickly. Remy noticed this and tensed slightly.

"Is there somethin' goin on between you and Logan?" he asked abruptly.

His question obviously caught Ororo off guard and her blush deepen.

"No! Why would you ask such a thing?" she asked flustered.

Remy smirk.

"Mebbe because Remy has never seen y' get so unnerved by a homme', and mebbe Remy notice the way Logan looks at you," he said.

Ororo smiled faintly.

"We are just close friends," she said firmly.

"It sure looks like y' wish ya'll were mo'. Especially last night when y' to were bout t' kiss," he mumbled.

Ororo's face darkened at the memory.

"I really do not wish to talk about that," she said softly.

"Remy jus' don't want t' see y' hurt. After de way y' told me how dat scoundrel Forge hurt y'," he tried

"Logan is not Forge," she said curtly.

Remy shrugged.

"Mebbe not, but who's t' say dat he ain't gonna just run off whenever he feels de need t' be free? Logan ain't de type of man to settle, cherie," he said honestly.

Judging from the expression on her face it was clear that she had either never considered that possibility or that she had been in denial. She pulled away from ending their dance prematurely.

"I am sorry, Remy, but I must get some air," she apologized softly before rushing out of his arms towards the door.

He started to go after her but froze when he spotted Logan heading in her direction. He was momentarily distracted when Kurt Wagner walked over looking worried.

"Mr. Lebeau, have you seen Anna? No one has seen her and I am starting to worry about her," he said concerned.

"Yeah, Remy spotted her by herself under de pier. She wanted me t' tell you dat she wanted t' talk to you if Remy saw you," he informed softly while his mind raced. He didn't mean to hurt his friend feelings. She was his best friend and padnat. He cared for her very deeply and he didn't want to see her get hurt. It was his opinion that Logan wasn't good enough for his Stormy.

_When did you start lookin at Ro as bein y' Stormy? _he wondered silently.

He was confused. He had thought that he had just being protective of her, but he was starting to realize that maybe it was something deeper. He had a soft spot for her in a place in his heart that he had thought had died when he divorced his wife Belladonna. He was so deep in thought that he didn't notice Kurt Wagner scamper away.

**Meanwhile....**

Max smiled as she followed Terry out of the building the party was being held in and they walked together on the beach silently. The party had become too crowded so Terry had asked her to join him for some fresh air. Moaning softly, she kicked off her heels and walked barefooted in the cool sand. The awkwardness that had surrounded the incident in the ocean faded and they laughed and talked comfortably almost as if it had never happened. She knew Evan was probably searching for her, and that Dana was probably looking for Terry, but at the moment she didn't care.

"You look amazing, Max," he said softly after a moment of silence fell between them.

She smiled bashfully.

"Thanks. You clean up pretty nice yourself, Ter," she murmured.

"You know we never got around to talking about what's going to happen after graduation," he said casually.

She smiled sadly. She knew the subject was bound to come up sooner or later, but she didn't really want to think about it. She had been keeping a pretty big secret from Terry and she was dreading having to tell him because she didn't know how he would take it.

"What's there to talk about? We graduate and we start our lives. You are going to continue to do the double identity thing, and I...," she faltered.

He smiled.

"Yes?" he inquired curiously.

She inhaled deeply preparing to come clean.

"Terry, I was going to wait to tell you this when we got back to the city, but I guess now is as a good time as any. I found out two weeks ago that I got accepted to the Academy of Futuristic Technology," she started.

He surprised her by embracing her warmly.

"That's great, Max! Why didn't you tell me?" he exclaimed.

She lowered her eyes to hide her emotions.

"Well the school is based in London and I'm not sure that I want to leave Gotham. I'm not sure I want to leave-," she trailed off softly.

The unspoken word "you" hung between them.

"It's a great opportunity. You shouldn't pass it up," he said firmly.

"So you don't need me anymore." It was more of a disappointment revelation then an inquiry.

He stopped walking and looked down at her with sincerity in his eyes.

"Are you kidding me? Max, you are my best friend. I don't think there will ever be a time where I won't need you. Some days I don't think that I can do what I do if it wasn't for you. You manage to take away the stress and the burden that comes with being who I am and I sometimes I don't appreciate how hard it must be on you to keep my secret," he said softly.

"But," she started.

He cut her off with a stern but kind smile.

"I never meant to take my burden and place it on your shoulders, and for that I'm sorry. It would probably be the best thing for you if you left Gotham and start a new life that doesn't involve secrecy and lies," he said wistfully.

"And just because you leave Gotham does not mean that you are leaving me," he added with a playful smile.

"It's going to be hard trying to replace such a bad ass side kick" she teased trying to lighten the mood.

"No one could ever replace you, Max. No one," he said huskily.

Terry pulled her closer and looking down into her dark eyes he realized something. Despite all the support and encouragement that he just gave her, he really didn't want to lose her. Feeling sentimental he leaned down preparing to kiss her cheek.

Max instinctively turned her head and their lips met. She could sense his tension and mortified she yanked away as if her lips had just caught on fire. The kiss had been accidental, but it made the memory of the incident in the ocean resurface. Terry stared at her, his blue eyes wide with surprise. Max wished the sand would part beneath her throbbing feet adorned with the killer heels, and swallow her whole. She had been desperately trying to keep her mounting feelings for him platonic, and feeling his lips against hers completely set her back.

"Oh god, Terry. I am really sorry," she stammered horrified turning to flee.

He grabbed her by the hand preventing her from rushing away.

"Look at me," he commanded gently.

She refused.

"We can pretend that this never happen. It was a mistake and I know that you love Dana and I am not trying to come between that," she babbled nervously.

"Shut up," he growled huskily crushing his mouth against hers.

Max uttered a low satisfied moan as she returned his kiss hungrily. His hands were all over her trembling body and hers were tangled in his dark black hair drawing him closer. His tongue danced with hers as the kiss grew more heated and passionate. If his arms hadn't been around her waist, she was pretty sure she would have fallen since her legs had basically turned into jell-O. She caught his bottom lip between her teeth gently trailing her tongue across it causing him to shudder and groan softly.

"Max," he whispered against her lips, pulling back for air briefly before initiating the kiss once more.

_Is this really happening? _ she wondered lightheaded and on the verge of delirium.

Suddenly he pulled away slightly, and she could tell by the tension in the air that he was finally coming to his senses. She closed her eyes fearing what she would see when she if she kept them open. She prayed he wouldn't speak because she didn't want to hear the guilt and regret in his voice.

Terry combed his fingers through his unruly jet black hair frustrated. He knew he should have said something, but he was at a loss of words. He stared at her as the wind blew softly through her cropped pink hair. She looked so beautiful standing there in the moonlight biting her bottom lip nervously with her eyes still closed. Fortunately, for the both of them, he walked silently leaving her standing alone.

Once Max opened her eyes, she inhaled deeply trying to calm the conflicting feelings surging through her. The kiss she had shared with Terry had made her feel things she had never felt before. She closed her eyes once more and tried to convince herself that maybe it was a fluke, and that the chemistry was just temporary. People didn't experience kisses like that unless there was passionate feelings fueling them. The thought of Terry feeling about her the way she felt about him scared the hell out of her. If he did then it would change things between them and she wasn't sure that she was ready for things to change. She liked things the way they were, but she couldn't help but think about how the way things could be.

Max swallowed the lump in her throat and began to walk down the beach. She knew the way she was feeling was wrong. Dana was her friend and Terry was her best friend. She adored them both, yet deep down she couldn't help but to feel that they weren't right for each other, and if she was to be honest with herself, she could admit she actually hoped for both of her friends sake that they would end their relationship. Terry hid a part of who he was from Dana and as long as he continued not to be truthful with her, then she knew their relationship would always be at a standstill. Terry deserved to be happy and so did Dana. However Max knew Terry's secret and it had been only natural that they had become closer friends, and fate only knew what _that_ would lead to after the kiss.

"So let me get this straight. You actually like Bobby? He's a bigger clown then your ex," Blake exclaimed.

Her friend's voice snapped her out of her thoughts and she looked up to see Black and Chelsea walking towards her barefooted, with their heels in their hands.

Chelsea's amused laugh carried softly on the ocean breeze.

"Max can you please tell Blake that Bobby is a great guy," the blonde pleaded as they halted in front of her.

Max rolled her eyes playfully.

"The fact that he's been following you around like a love sick puppy wouldn't have nothing to do with why you are so fascinated with him, does it?" Max asked slyly causing the other girl to blush beet red.

"He just really likes me. Beside you should know about love sick puppy with the way Evan gawks at you," she said sticking her tongue out.

Max tensed but forced a smile.

Not once after the kiss did she consider Evans, and her guilt deepened. Evan was the first guy she had genuinely liked in a long time and she felt horrible that her feelings were beginning to change. Now that she acknowledged her true feelings for Terry, she knew deep down that there would be no future for her and Evan. She knew it would be hard letting him down, but at the same time she felt she was letting herself down as well.

"Earth to Maxine!

"Huh?"

"You like totally spaced on us. What's your deal? Were you think about Evan?" Chelsea teased.

Max smiled weakly. If they who she had been thinking about she doubt they would consider her a friend any longer. Kissing your best friend's boyfriend tend to make people look at you as a traitor of the worse kind, not that she blamed them.

She was about to answer when she heard voices at a distant arguing.

"What did you do with my sister, Mystique? If you hurt Anna then I will never forgive you."

Max recognized the thick accent belonging to Kurt Wagner, one of Evan's friends. He sounded angry and frighted. Something was wrong. She could feel it. Being around Terry, she was beginning to think she developed his uncanny batty senses Frowning she rose from the sand and began to walk in the direction curious to see what was going on.

"Max," Chelsea started.

She turned to them pressing her finger against her lips firmly signaling them to be quiet. Silently the trio of girls slowly crept down the mound of sand towards the pier where Kurt and a woman in the shadows was standing. Not wanting to be seen, they hid discreetly behind one of the tall wooden poles. Blade gasped as they all got a closer look at the woman with Kurt. She was a freakish blue color with scaley skin, and hair that was fiery red.

"What _is _ that freak?" Chelsea whispered terrified.

Max shushed her. While she was use to seeing the strange in the bizarre in Gotham, this thing definitely took the award for the most bizarre.

"Kurt, I'm your mother and Rogue is my daughter. The last thing I would do is harm either of you," she started.

Apparently Kurt didn't believe this to be true as he slowly backed away.

"If that was true then you would tell me where she is. Since you won't I'm pretty sure Storm and Logan will have no trouble helping me find her and taking you down int the process," he threatened.

A long tense silence fell between the mother and her son.

"I'm sorry, son, but I cannot let you do that," she said softly before pulling out a small needle and plunging it in the side of his neck.

Max eyes widened in horror as she watched the German boy spasm violently before landing with a dull 'thud' in the sand.

_Whoa, and I thought I had parental issues. At least I wasn't stuck with Mommy dearest, _Max mused silently while she continued to look on appalled.

"Oh my god," Chelsea whimpered panicking.

"W-what did you do to me?" Kurt whispered, his voice filled with unadulterated fear.

"It's something to keep you from teleporting. It will wear off as soon as I get you back to the compound. You and Anna will join my cause and we will be a family again," she promised tenderly stroking Kurt's hair.

Max froze at the sound of a low growl that came from around the corner. There was somebody else lurking in the shadows and judging from the sounds of it, who or whatever it was sounded dangerous. Her suspicions were correct when a tall beast looking creature came into the opening. In the moonlight his teeth appeared sharp and his expression matched that of an wild animal.

"Grab him and let's get out of here, Creed. Eric is waiting on our return to execute his plan and you know how punctual he likes to be," Mystique informed.

Max was confused. Who was these people? Why did they kidnap Anna and what were the planning to do with Kurt? What plan? All these questions raced in her mind as she watched terrified.

Chelsea gripped Max's arm with a frightened look on her face.

"Oh my God, Max! Let's get out of here," she whispered frantically grabbing Max hand trying to drag her away.

Max pulled away and looked at the blonde firmly.

"I can't. That _thing _and whatever else is out there is going to hurt Kurt if I don't try to help," she hissed.

Blade and Chelsea looked at her in horror.

"Are you insane, Max?. It's too dangerous," Blade pleaded near tears.

Max smiled reassuringly.

"I need the two of you to do this. Run, and don't look back. When you are absolutely sure you are safe call for help," she ordered gently turning to go .

Chelsea grabbed her arm.

"Be careful," she said shakily.

"I'll be ok," she promised.

Reluctantly Blade and Chelsea took off down the beach back towards the party.

Max peeked around the corner and her heart stopped when she saw the monstrous looking man stoop down and pick up Kurt effortlessly. She knew if she didn't act quickly that they would hurt Kurt. Looking around she spotted a hefty piece of dry wood lying a few feet away from her stilettoes an idea began to form in her mind....

_This has got to be the most dumbest things I have done to date, _she mused silently before stepping out into the open so revealing herself to Kurt's would be abductor's.

"Hey is this where I can get tickets to the freak show?" she asked innocently causing the two unearthly looking things to look at her startled.

Not wasting any time, she hurled her stiletto heel at the cat looking beast's head, hitting her target between the eyes causing the thing to roar either in pain or anger. Max was too busy preparing to execute her next move to care. As she predicted, he dropped Kurt and began to advance towards at a frightening pace ignoring his woman companion who was ordering him to come back. At the last possible second, she side stepped him and using all of her strength she swung the piece of board hitting him squarely in the face. She was stunned when the board shattered, and the thing remained standing upright. Granted he was howling in pain but the fact that he was still standing made her gulp in terror. Suddenly she was beginning to wish she had listened to Chelsea and Blade.

Taking advantage of the vicious predator being blinded by pain, she turned and began to run back towards the party. She was scared out of her mind, and all she could think about Terry. She knew once he found out about the dangerous stunt she just pulled he would be livid and give her a lecture on putting herself in harm's way. For once she wished she had listened to him. At any minute he would come swooping down from the sky to save her. She knew that it was wishful thinking but it was the only hope she had. Tears blurred her vision as her heart raced in her ears loudly. She didn't want to die. Like out of a bad nightmare she tripped, landing face first in the sand. Heavy footsteps approaching made her breathless with intense fear.

"You really should have minded your own business," he growled evenly.

She felt her hair stand straight up on the back of her neck as she rolled over on her back to find the wild looking man beast loomed over her growling softly. The look in his tinted sable colored eyes was murderous and sent a chill down her spine. Before she had the chance to cry out, he pounced on her. Then everything went black.


	9. Chapter 9

**AN: Sorry for the delay! Review! **

"Ro, wait."

At the sound of Logan's gruff voice, Ororo stopped walking and exhaled deeply. She hated how she was feeling. She had this fluttering feeling in her stomach and her heart was beating faster then what was normal. Swallowing deeply she closed her eyes and took a deep breath to calm herself. Although she didn't want to believe it, what Remy had said was right. She knew Remy was just trying to look out for her best interest by being truthful and the truth was that Logan wasn't the type of man who stuck around. He came and went as he pleased and she wasn't sure if she was ready to risk her heart on a man she wasn't sure that was going to be there.

_What in Goddess name had I been thinking, _she berated herself silently as she stared out at the dark ocean with her heart racing rapidly in her chest. She was a woman who was realistic, and the reality of the matter was that Logan wasn't the type of man she needed. If she was honest with herself, he was everything that she wasn't looking for, but he was everything that she wanted. He was a complicated man filled with an unknown past, and scars that were very visible, but he was a man whom she desired. A man who she saw was honorable and caring despite his tough exterior.

"Ro, what's wrong darlin?"

His deep low voice filled with concern caused chills to dance down her spine. Inhaling the salty ocean air deeply, she turned on her heels and faced him determined not to give into her the turmoil of emotions that she was feeling. She had to put an end to this. She would not allow herself to make an idiot of herself.

"Nothing. I had to get some air. It was becoming a bit too crowded for me," she said softly as she looked down at the sand.

He snorted rudely.

"Yer lyin."

Ororo was taken back by his bold accusation.

"Excuse me?" she asked evenly.

Logan smirked.

"You forget that I have sensitive hearing. I heard what Gumbo said to you about me," he said curtly as an annoyed growl reverberated in his chest. He wanted nothing more then to storm back into the building and teach the cajan a lesson about butting into other people's business, but somehow he just knew Ororo wouldn't appreciate that, so he just stared at her silently, waiting for her to come clean.

Ororo sighed heavily and folded her arms across her chest.

"Fine, here is the truth. Remy did not say what he did out of malice. He said it out of concern for me. As you know he is like a brother to me and he does not wish to see me emotionally invested in a man that has no intentions of sticking around for the long term. I think you know that I...," she faltered, struggling to say how she felt.

He stared at her expectantly, patiently waiting for her to continue. Ororo took a deep breath and stared him straight in the eyes. He could see the anxiety and fear in her beautiful blue orbs.

"I...care about you in a way that goes beyond caring for a fellow teammate or a friend. I told myself from the moment you walked into my life that I was not going to fall for you, but I did and now I am standing here pouring my heart out to you like a fool," she stammered miserably.

Logan took a step towards her feeling a strange feeling wash over him. He thought _he _ was guarded, but Ororo was more guarded then a federal prison. For her to let down her guard and make herself vulnerable was hard for her and he could appreciate how much courage that had taken her. It showed that she was honest about how she was feeling.

"I ain't goin anywhere, Ro. You can stop bein' scared. There may be a lot of things in me, but it ain't in me to hurt you," he said firmly.

He leaned in and kissed her softly on the mouth briefly before pulling away. Starring down into her eyes, he finally realized what he had been fighting against for so long. He cared deeply about Ororo. He cared about the students at the school, and he cared about Charles dream. For the first time in a long time he felt that he finally found a place where he felt needed and a place he could call home. There was no reason to run anymore.

He was about to tell her this when he noticed two girls from Gotham running up the beach shouting hysterically.

Logan groaned. If some of the students got a hold of the local tequila then he would have to spend the night overlooking the welfare of puking brats and that was the LAST thing he wanted.

"Our friend, Max is in trouble and you have to help her," the blonde sobbed.

"Calm down, child. What do you mean? What has happened?" Ororo asked gently.

The blonde began to ramble the incident on the verge of hysteria.

Logan froze. He picked up on an all too familiar scent on the breeze blowing down wind from the direction the girls had just come from running.

"It's Creed, Ro. He was here!"

He released a low growl and he could feel his claws slowly itching to be released from his knuckles. Ororo could see his rage surfacing and not wanting to frighten the girls she pulled Logan to the side.

"You have to calm down," she tried.

He cut her off abruptly.

"We have to get the kids to safety," he growled marching towards the building where the party was being held.

"Logan, wait," she tried rushing after him.

Once he was inside, Logan grabbed the cord to the speakers plugged into the wall, yanking it out from it's socket violently causing the music to stop abruptly.

A collective groan of displease rose from the crowd of the students.

"Party is over," he snarled daring anyone to defy him.

The students who knew Logan personally kept their mouths shut and obediently filed out of the building. They knew if Logan was this angry their was a good reason behind it. Unfortunately the teachers from Gotham weren't as wise and the balding science teacher stepped forward in protest.

"Mister, I don't know what your problem is, but we promised _our _ students a memorable night in Mexico. If you want to extract your students, by all means that is your right, but we are not leaving."

Logan's face darkened.

"Look here, bub," he started.

Ororo quickly intervened before Logan had the chance to extract much more then just the students.

"Let me have everyone's attention. There has been an incident in which three students are now missing," she started.

A collective gasp of worry filled the room.

"Until it is safe," she continued, " We ask that everyone reports to their room and stay there just to be on the safe side, and I implore that the teachers of Gotham cooperate with this in the interest of the safety of the students."

Logan cut her off glaring at the kids, causing several of them to cower in fear beneath his terrifying stare.

"We ain't askin nothin! We are _tellin _you that one is to go ANYWHERE without having someone with them at all the times. Especially you girls. If ANYONE is caught out alone you will be on lock down for the rest of this trip, _and _ will have to answer to me. Is that understood?" Logan growled ferociously.

A worried murmur filled the room and rumors and speculations began to fly as to what the identity and the fate had been of the missing students.

"Logan, please. You have to calm down. You are going to scare the students," she said softly.

He looked at her with pain and intense fury in his eyes before he stormed out of the restaurant and headed up the beach towards the hotel. Ororo went to go after him, but her leader mode kicked in. She knew she had to brief the rest of the team before she could deal with Logan. Gathering the xmen, she pulled them off to the side on the beach so that they could have privacy from the other school.

"What's going on, Ororo?" Kitty asked frightened.

Ororo exhaled deeply.

"Anna and Kurt along with a young girl from Gotham are believed to be kidnaped and Logan believes Victor Creed is behind it," she explained calmly.

Jean's eyes widened in horror.

"Oh my god! That man is a monster, Storm. If he has kidnaped them," the red head started shaken.

Ororo laid a comforting hand on the girl's shoulder.

"Jean, we must try to stay positive. We are going to find them. I want to break us up into two teams. Remy will head up the team of Jean, Bobby, and Jubilee into the south side of town to see if you can find any leads. Evan, Kitty and Scott will come with me to the other side. Roberto, Ray, Alex and Auorora will stay back at the hotel with Amanda to protect the students of Gotham in case Creed comes back," Ororo said firmly.

Once the meeting broke Remy immediately deployed with his team while Scott, Evan and Kitty looked at Ororo expectantly.

"Wait here for me. I must talk to Logan privately," Ororo told her team softly before quickly walking towards the hotel. She arrived at Logan's room to find he had changed into black jeans and a black shirt.

She could tell by the look in his eye that she wouldn't be conversating with Logan. She was now dealing with the animalistic and callous side of him. Wolverine.

"Ro, that _bastard _ followed me here and to get to me, he is using those kids as bait. When I find him," he trailed of with a murderous tone in his voice.

Ororo swallowed deeply. She really didn't want to think of what Logan would do once he got his hands on Creed.

"We will find them, Logan," she tried assuring him.

He stalked up to her and towered over her with a dangerous look in his eyes.

"And how do you know that, Storm? How do you even know that he hasn't killed them yet?" he snarled.

She stared at him evenly.

"Do not speak that way. We have to have faith that they are alive. Besides, I believe that something bigger is at work here. I have a gut feeling that Creed is not acting alone. If the plan was to kill the children we would have found their remains, but thanks to the Goddess, we have not had that misfortune," she said firmly.

"Well when I find that murderous bastard, all that will be left of him will be remains," he growled turning to leave.

She grabbed his arm desperate to keep him from leaving.

He froze and looked at her evenly.

"Let me go, Ro," he warned his voice soft yet dangerous.

Ororo knew anyone with any common sense and had a fond attachment to their life would had obeyed the ravaged wild man, but she was stubborn and determined. She knew he was use to fighting his own personal wars alone, but this wasn't entirely about him and in order to get the students that were missing they had to work as a cohesive unit.

"I cannot let you do this alone, Logan, and as the senior member of the team, I must insist," she started.

She gasped breathless as he grabbed her firmly and shoved her up against a nearby wall seething.

He could see the fear in her blue eyes and he hated the fact he had to put it there but he needed for her to understand that no one could stop him from hunting Victor Creed. Not even her. His grip on her loosened and he the hard steely look in his eyes softened a bit. He cared about her a little more then he should. He knew what he was about to do would disappoint her, but he had no other choice. His contempt for Creed was something that not even she could ever begin to understand.

"Please, do not do this," she whispered her voice gentle and pleading.

He touched her cheek tenderly, his face filled with regret.

"This is my private war. I must face it alone. I will not allow that monster to hurt anyone else," he swore quietly.

"You are not alone anymore! Why can't you understand that? You are apart of a team!" she exploded in a rare moment of heated emotion.

He kissed her tenderly.

"I'm sorry, Ro. This is my mess and I have to clean it up," he said quietly before disappearing out of the hotel room, leaving her starring after him sadly.

***

Terry stood with his hands in his pocket starring out at the ocean feeling heavy hearted. He had barely registered the fact that he no longer heard the music playing from the dance hall or how eerily quiet the night had turned. His thoughts were too consumed with the kiss that he had shared with Max. Ever since they had shared the kiss, he had retreated to the most quietest part of the beach so he could be alone with his thoughts. Sitting in the sand and starring out at the ocean he realize this was the moment he had been dreading for a long time. He was being forced to acknowledge his confusing feelings for Max, and he would ultimately have to make a decision between her and Dana.

_"We can pretend that this never happen. It was a mistake and I know that you love Dana and I am not trying to come between that." _

Those were the last words she had spoken to him before he had kissed her. He blushed deeply as his mind flashed back to when their lips had joined together for the first time. The kiss they had shared was mind blowing, easily the best he had experience. He don't know what made him kiss her, only except that he felt that the moment felt right .There had been something that felt so amazing when he pressed his body against hers. It was like they fit together perfectly. The taste of her still lingered on his lips, and absently he bought his fingertips to his mouth at the memory. The spark he had felt between them both excited and concern him. He wasn't sure what he was going to tell Max or worse, what he was going to tell Dana, but he knew that this changed everything. He could no longer afford the luxury of denying what he felt. He had to face the undeniable truth. He wanted Max. He wanted her to be more then a friend to him.

His brooding was interrupted when he heard the soft patter of footsteps in the sand. He looked up to see Dana coming towards him with a distraught look on her face that caused his stomach to flip.

_She knew..._

"Dana, listen....I can explain," he tried softly as he slowly rose from the sand.

His girlfriend's face was a mess of mascara ruined by tears and her face red from crying. He felt so guilty. He never wanted to hurt her, and he didn't realize their was the possibility that she had seen him and Max kiss.

The Asian girl stopped crying long enough to utter several words that made Terry's blood run cold.

"Someone abducted Kurt and Blake said Max tried to stop them and they took her too," she sobbed hurling herself in his arms seeking comfort.

All thoughts of the kiss he had shared with his best friend disappeared from his mind in that moment. He found it difficult to breathe. This couldn't be happening. He had just been with her not too long ago! Suddenly guilt hit him like a sucker punch to the gut. He had left her alone.

_Damn it, I should have never left her alone? What was I thinking??_

"What happened?" he asked hoarsely.

As Dana filled him on the incident Blake had told her Terry found his fear intensify along with his anger.

_Damn you, Max!_

Sometimes he could swear that she had a larger hero complex then he did! No matter how many times he would plead with her to avoid stepping into the line of danger, she would never listen. Why the hell did she have to interfere? When was she going to get it through her thick skull that she wasn't invincible? She didn't have some impenetrable armor that would protect her. He exhaled frustrated. There would be plenty of time to be angry with her. Right now he had to focus on finding her. Reluctantly he untangled himself from his girlfriend's arms.

"I have to go, Dana," he said gently.

"Terry we are you going to do?" Dana asked fearfully as she watched her boyfriend seething as he stared out towards the hotel, his face pinched with tension. His knuckles were a chalky white as he clenched his fist tightly. His blue eyes were focused and filled with rage that Dana never seen and it frightened her.

"I am going to go help the police find her," he said evenly.

"But the teachers said we are to stay here and wait," she tried.

"Screw what the teachers said, Dana! Max is out there in danger and I won't sit back and do nothing," he snapped turning to walk away.

She grabbed his forearm and forced him to look at her.

"There's nothing you can do. You will only get yourself hurt and killed if you try to interfere. The people that took Max could be incredibly dangerous," she protested.

It was in that moment that he realize the reason why he had never told Dana his secret. If she couldn't understand his need to go after Max who was in danger, she would definitely not understand him being Batman. A part of him was always hoping that one day he would be able to share that part of his life with her, but at that moment he knew that was never going to happen. If Dana was missing, Max would have encouraged Terry to go after her. Hell, Max probably would have went after Dana herself.

"I'm not going to sit by idly while someone I care about is in harm's way," he tried.

"You're not the only one who cares about her, Ter! I'm worried about her too," Dana cried after him.

He stopped walking and faced her with anguish on his face.

"I have to do this, Dana. She's my best friend. If something was to happen to her and I didn't at least try to help her, I will never forgive myself. You may not get that, but it's something I have to do," he argued.

Dana's face darkened with anger.

"Damn it, Ter!The teachers from the other school have already said they are taking a group out to look for the girls. Let them handle it. Stay here with me and just wait for news to come back," she growled.

"I can't do that, Dana. I won't," he said firmly before walking away, ignoring her calling after him.

Storming into his room back at the hotel, he grabbed his brown bag hidden beneath his bed and slung over his shoulder before leaving the room. He didn't know where and he didn't know how, but he knew he was going to find his best friend and he didn't care if he had to search Mexico from one end to another. He was going to find her and nothing and no one was going to stop him.


	10. Chapter 10

**AN: Thanks for the reviews!**

Max woke up groggily to find herself in a dimly lit room with her mouth gagged and her hands and feet bound together in a chair. On the side of her, Kurt was in the same predicament and was unconscious with some weird collar around his neck. She groaned as she felt pain surge throughout her body as she moved slightly. Whoever and whatever had overwhelmed her had no qualms about being brutally violent with her. She could feel a stinging cut above her right eye and judging from the swelling she felt in her bottom lip, she knew she had been roughed up pretty bad. Her skull felt like it was on fire, and it took everything in her not to cry out in pain.

She blinked back tears as she felt a wave of nausea wash over smell in the room was rank and overwhelming. It was a familiar smell that she had smelled on more then one occasion in Gotham City. The smell was of death. She suddenly got this horrible sinking feeling in her gut. She was going to die. She had no idea as to where she was, and no one knew where she was and she was powerless to escape. She choked back a sob as tears poured down her face. She wish she would have listened to Terry for once. He had always warned her that one day she was going to get in over her head and he wouldn't be able to get to her in time to protect her. This was that day, and now she was going to learn what the grave consequences were for blindly trying to be a heroine.

_"Get it together girl. This is not the time or place to be feeling sorry for yourself. You got yourself into this mess, and now it's time to get yourself out of it_," she scolded herself silently.

Her self motivation did the trick as her tears quickly faded and the fear she had felt moments earlier was replaced by a determination to stay alive. She tugged against the ropes that held her arms in place, but they had been tied securely and she didn't see a way out of her binds without help. She moved her feet to try to wiggle out of her ankle restraints when her bare foot touched something large, wet and stiff laying on the floor. The smell of whatever it was smelled foul and was rotting and nearly caused her to vomit. It took her a second to realize that there was a dead body in the room and whoever it was had been dead for awhile. Inhaling sharply she closed her eyes and tried to focus on staying not only calm, but conscious. The pain in her head was getting worse and she wasn't sure how much longer she would be able to hold on.

Suddenly the door to the room opened causing the dark room to be bathed in a bright light, briefly halting her attempt to escape. Two figures walked across the threshold, and Max recognized one as being Anna and the other one was the creepy looking blue creature from the beach. The creature placed Anna in a chair next to Max's and tied her up as well. Again, Max was puzzled at the collar that the girl was wearing around her neck that resembled Kurt's.

"Why is she here? She ain't like us. Let her go," Anna snapped once she had caught a glance of Maxine.

"Rogue listen to me. Taking her was not apart of the mission. We had no other choice but to take the girl because she intervened when we came to get your brother," Mystique explained gently.

"Mission? What mission? What the hell is going on here, Mystique?" Anna demanded.

Mystique smiled patiently.

"The x men are fighting a losing war! They don't care about you. They only want to exploit you. Charles is manipulating you and your brother! He knows that it's a mere fool's dream to ever believe that humans and mutants could ever co exist. Eric is wise enough to see that the only way for our kind to keep evolving and become superior is to declare war on the humans and not stop until they are all eliminated," she explained.

Max felt fear creep her spine as she listened to the blue woman speak. Who were these people? Why were they talking about mutants and what exactly were they planning to do to kill off the human race? None of this was making any sense to her.

"Let us go. Kurt and Ah don't want nothin' to do with you, Creed or that psycho of a boss you work for, Magneto," she hissed evenly.

"I cannot do that, darling. Besides, you are much safer here. After we execute our plan, we will no longer have to worry about the interference of the xmen and our kind will be able to finally embrace our true nature without having to hide from prosecution of bigots and hate groups," she said firmly.

Anna burst into tears and lowered her head defeated.

"Mystique, please. Ah have never asked you for nothin' before. Ah am beggin you not to do this. Do not kill mah friends. Do not kill innocent people,"she pleaded tearfully.

The blue creature smiled tenderly and reached out and gently touched Anna's cheek affectionately.

"Daughter, you have no idea of how many times I have yearned to touch you. It would not be possible if it wasn't for this collar. It suppresses your abilities. You are special girl and with your abilities you will no longer just be a goddess among mortal men. You will be with those of your equal. I am only doing what I think is best for us. You may not see it now, but what we are doing is ensuring a peaceful future for the next generation,"she murmured gently.

Suddenly the conversation was interrupted by an elderly man with gray hair and cold steelly eyes abruptly walking into the room. Mystique quickly pulled her hand away from the girl as if she had just been caught doing something wrong.

"It is time, Mystique. Call Creed and have him meet me us at our point of attack. Once we obliterate this country we will move to our next target...America. The eve of the mutant revolution is upon us. It is time to take our place as superiors to the pathetic human race," he smiled darkly.

"Mystique, no! Don't do this," Anna screamed after the woman frantically.

The door slammed closed leaving the two girls and Kurt alone in the room once more.

After a long moment of silence, Anna spoke again.

"Thank you for tryin' to save my brother. Ah am sorry that you got dragged into all this," she said, her southern lace voice filled wth regret.

Max smiled weakly.

"We have to get out of here and warn the authorities," the pink haired girl said struggling against her binds once more.

Anna shook her head sadly.

"It ain't gonna do any good. Those three are capable of reeking terror that not even the local authorities can fight against," she said dully.

Max frowned.

"We still have to try. We can't just sit back and let those psycho's hurt and kill innocent people. I have my friends out there! I have...," she broke off flushing as she realized she was about to say Terry's name.

He had kissed her and they haven't even had time to talk about what the kiss meant. She didn't want to die before she knew how he truly felt about her, and she didn't want to die before she was able to tell him how she truly felt about him. It comforted her somewhat to know that once he realized that she was missing, he would do everything in his power to find her. However she wasn't the type of girl to wait around to be rescued.

"You are right. We can at least try," Anna said firmly after observing her unconscious brother for a long moment.

The two girls exchanged a smile before they began to try to free themselves from the rope that imprisoned them. Anna was the first to get free and after untying the rope from around her feet, she rushed over to Max and began to work on her binds. Acting quickly, the southern girl lifted a thick blade of glass off the floor before she began cutting through the rope. As Max waited to be free, she began to contemplate her next move. They would have to grab Kurt and escape as quickly as possible before whoever had abducted them came back to hurt them or worse. On top of that, she heard that there was an attack going to be carried out against the people of Cancun and she had to warn Terry. Knowing that he was in danger made her resolve to escape more stronger.

She had to survive long enough to warn him. She just had to...

**********************************

"Sir, I just need to know if you have seen these two girls. They were abducted earlier this evening during a social event and any information that you may have will be very helpful to us."

Jean watched hopefully as the restaurant owner took a moment to observe the pictures of the students she was holding in her hands. Gambits team had just spent the past hour in the city searching for the missing students with no luck.

The man looked over the rim of his thick black glasses and shook his head with a smirk.

"_Lo siento. _The chica's are very bonita as you are, senorita. Are you sure they aren't out and about experiencing the magic of Mexico with some charming Don Juan? " he asked winking.

Jean fought hard to keep her temper in check but the truth was she was quickly becoming highly annoyed with this man along with all the other business patrons she had been questioning all evening about the abductions. So far the responses had ranged from some snarky remarks about the physical appearance of the two teen girls to just plain nonchalance. It amazed her how completely complacent people were when it came to the abductions.

"Do you know anything or not?" Jubilee managed to ask between her clenched teeth as she took the the photo's from Jean and pushed the picture further in the native Mexiacan's face.

His face darkened with anger.

"Listen _gringos_, I don't know anything about those broads missing and if you ask me I don't think you should be wasting your time searching for them. Every year American girls come down to good ol' Mexico for a good time and either get shit faced drunk and wind up dead or falsely cry rape against the good men of this country. Now you better get out of here or I will call _el policia_," he said his voice dripping with venom.

"You listen here, jerk," Jubilee started angrily.

Remy quickly intervened.

"Sorry t' have bothered you, mon ami," he apologized before ushering his team out of the back alley of the restaurant.

Jubilation Lee grumbled an obscenity at the man, glaring at him witheringly before stalking off across the street.

_"Punta_," he yelled after her with malice.

Angry she turned around and threw a handful of colorful fireworks in his direction causing the over sized dumpster to explode drenching him in the rank garbage.

"Jubilee," Remy chidded, his southern voice laced with a mixture of amusement and disapproval.

"Sorry," she mumbled.

Jubilee knew that the display was nothing less then juvenile and immature, but she couldn't help herself.

Jean, however, was not amused at all.

"Jubilee, that was completely uncalled for. We are held to a higher standard and by sinking to that level, you not only reflect badly on yourself, but you reflect badly on this team. I get that you are just a junior member, but little stunts like that will guarantee that you will spend more time suspended from the team then active," she said coolly.

Bobby quickly intervened.

"Don't you think that you are being a little harsh, Jean? I mean it wasn't like the jerk didn't deserve it," he protested.

Jean narrowed her eyes at the Iceman annoyed.

"It doesn't matter, Drake. Our friends and fellow team mates are missing and we should be focused on trying to find them instead of getting even with a civilian," she argued.

Gambit opened his mouth to interject, but Jubilee cut him off.

"Give it a rest, Jean. You don't have to act like you are Ms. Perfect, and last time I checked you weren't the captain of this team. Gambit is," she snapped.

Remy stepped between the two girls quickly before things had the chance to escalate.

Easy, padnats. Remy gets dat we are all tense and want to find Kurt, Anna and Max, but we can't effectively do that when we are at each other throats. Jubilee, Jean is right," he started.

"Great, you are taking her side!" Jubilee cried angrily.

"Jubes, wait," Gambit tried.

Jubilee ran off, ignoring the calls of her teammates to come back.

Once she had gotten tired of running, Jubilee took a moment to rest on a box of ragged wooden crates seething. Popping her gum loudly she began to sulk. Who did Jean Gray think she was? Just because she was one of the more powerful mutants on the team and one of the smartest students didn't give the redhead telepath the right to talk down to her like she was some dumb inexperienced child. Despite Jean's harsh lecture, Jubilee was confident that she had what it took to become a valuable member of the team and it wasn't just because of her abilities. At a very young age she had been forced to learn to be tough and brave. She was a fighter, and even Logan said that she was tougher then most of the others when it came to holding her own in a battle. She was so lost in thought she didn't notice the shadowed figure creeping up behind her.

"Well isn't it my lucky night," a cold voice growled.

Jubilee leaped up abruptly causing the crates to tumble down around her loudly. Whirling around, her blood ran cold as the moonlight bounced across the all too familiar silhouette of one of the xmen's oldest nemesis. Sabertooth. He was starring at her in a way that reminded her of how a hungry cat would stare at its prey before pouncing. He could smell her fear and he grinned, rolling his wet pink tongue across his sharp canine white teeth. Somewhere she could hear several dogs in the neighbor hood barking in frenzy.

"Ain't you gonna call your little friends for backup? I welcome the challange to take down the xmen one by one," he said stalking towards her with a dangerous gleam in his large sable tinted eyes.

Jubilee swallowed deeply as she slowly backed away from him. She suddenly wished that Logan was here to protect her. He was the only person who wasn't afraid to face the ruthless killer.

"Where are they? Where are Kurt and Rogue?"Jubilee asked cautiously feeling her powers dancing dangerously at her fingertips. She was prepared to go on the offense just in case Saber tooth felt the need to get violent and with the psychotic mutant, violence was always an guarantee.

Victor smiled amused. It was very apparent that he found her to be harmless.

"I aint gonna tell you where I'm keeping the broads, but since I'm feeling generous, I'll do you one better. I insist on taking you to join them personally," he purred maliciously.

Jubilee smirked as she folded her arms across her chest. Creed's threat had shaken her but she forced herself to keep up a brave front. If he picked up on how frightened she really was, she knew that she would be dead meat.

"How stupid do I look? If I go with you you are going to kill me or worse," she accused discreetly trying to buy her some time.

The burly man smiled coldly.

"Cute. I really expected you to run like most of the others, or beg for yer life, but here you are runnin yer mouth. You must be really brave or really dumb." His smug remark caused Jubilee's skin to crawl and she clenched her fist in anger.

One thing that she hated more then anything was to be called dumb.

"Who are you calling dumb, fur ball?" she snapped, her almond shape eyes narrowing at her enemy in contempt.

Jubilee hated backing down from a fight, but she clearly remembered the words of her teacher and mentor Charles. There was a time to take a stand and fight and there was a time to back down. She had face too much in her life to ever quit at the first sign of trouble, but she wasn't naive enough to think she could take on Creed alone. Starring at her adversary she knew she was far too weak to have a remote chance at defending herself but if there was one thing she was proud of being, it was a fighter.

_The best defense to have is the element of surprise. _

Those were Logan's words. She smirked and planted her feet. Creed's head turned at the sound of a noise at the back of the alley and Jubilee saw her window of opportunity. Without warning she cried out throwing her gloved hands in front of her releasing a full blast of colorful plasma into his face causing the him to shriek in pain stumbling back away from her. Acting quickly Jubilee bolted out of the alley and onto the empty street that was fairly quiet. She knew that the others were somewhere nearby and would find could her, but it still made her uneasy not being able to physically see her teammates.

_"Jubes, keep it together. Don't freak out," _she mentally reminded herself before bolting across the street as fast as her legs could carry her. The heels of her boots pounded against the hard concrete mingled with the sound of heart racing, mingled in her ears.

After running several blocks she stopped hiding behind a car trying to catch her breath. Turning the dial on his wrist watch communicator she flipped on the open wave frequency. She had to get in touch with her other teammates if she was to have a chance of staying alive. She nearly jumped out of her skin as a dog inside of the car she was hiding behind jumped against the window barking viciously trying to get at her. She groaned disgusted as saliva came spraying from the canines mouth through the crack in the window landing on her face. Using her gloved hand she wiped it away and glared at the animal which appeared to be a pure breed black and brown Doberman. Peering through the window she caught a glimpse at the name on the collar.

"Come on Killer. My life depends on you keeping quiet. I promise I wont hurt you. I love dogs," she coaxed softly pressing her hand against the window and starring into the mean looking beast's eyes pleadingly.

The dog stared back at her suspiciously at the strange girl saying his name, but his barks had died down to a low warning growl that said he would be watching her every move.

"Thanks pooch," she whispered relieved before ducking down once more focusing on her transmission.

"Jubilee to Gambit. Come in!" she rasped keeping a watchful eye out for her pursuer. Besides the occasional car flying by over head the streets were eerily quiet which rattled her nerves even more. She knew staying calm and level headed would keep her alive but it was kind of hard when she realized she was playing hide and seek with a very pissed off overgrown cat who had every intentions of killing her, or worse.

When she got static and no response she began to get hysterical.

"Jubilee to Gambit! Where are you guys? I can seriously use back up," she growled frantically into the mike.

After a few seconds went by Iceman's concerned voice came across the broken frequency. Never in her life had Jubilee been so happy to hear the his voice. Usually she found him annoying and an complete clown but her feelings for him were momentarily put aside.

"Jubilee, this is Iceman. What's your location?" he asked faintly.

Jubilee groaned. Count on Bobby to ask about the unknown.

"I don't know, Drake. It's not like I exactly keep a map of Cancun in my pocket. I'm about several blocks South where I left you guys. Hold on..." Her head switched from side from side and she smiled when she caught glance of a building marked Cancun's Ritz Hotel a few yards away. Hastily she relayed her location across the mike. Suddenly a different voice came over the transmitter.

"Jubes, dis is Gambit. What's goin' on? Are y' alright, gal? " Gambit's inquired concerned.

She trembled. What kind of question was that? Would she be sounding scared shitless if everything was alright?

"No, I'm _not _okay. Sabertooth is chasing me....I think he's going to kill...."

She never got to finish her sentence as Sabertooth suddenly appeared and tore the communicator from her wrist and threw it aside. Jubilee could hear Gambit yelling her name over the com link even as she tried to focus on escaping Sabertooth's clutches once more. She turned to run and screamed out in pain as he reached out and entangled his fingers in her short black hair yanking her back violently.

"Yer gonna pay for what you did bitch, and I'm going to make it hurt hell," he smiled sadistically before releasing her hair, and grabbing her around the neck roughly.

She gasped frantically as he lifted her higher in the air by her throat. She kicked her legs desperately and clawed at his arm trying to get free, but his grip on her was firm. Her vision was starting to becoming to become blurred and Gambit's voice shouting over the com link began to sound more distant. Just when she thought she was about to lose consciousness, he suddenly dropped her and let out a shriek of rage and of pain. For a second she laid there on the cold payment struggling to breathe. Mustering all of the strength and energy she possessed, she slowly began to crawl away from him on her hands and knees coughing violently as she struggled to get air back into her lungs. Looking up, she saw what had made her enemy scream in pain and frowned confused. Stuck in one of his hands, was a red and black piece of metal in the shape of what look to be a bat.

_What the hell_....

"What's the matter? Kitty got a thorn in it's paw?"

The young Asian girl held her breath bated as she watched a mysterious figure walk out from the shadows of the alley and stopped underneath the dim streetlight. Jubilee stared at her mysterious savior wide eyed. He was wearing a cowl that had poiny ears and was cloaked in black leather from head to toe. His eyes were all white and narrowed into tiny slits and his fist were clenched tightly at his side. Her heat began to race rapidly in her chest. It suddenly had struck her of who he was...

Sabertooth snarled as he yanked the protruding metal out of his shoulder and tossed it aside. Judging form the way he was practically foaming from the mouth with rage, Jubilee had a bad feeling that Sabertooth had just went from being maliciously playful to downright murderous.

"I'll make you a deal. Tell me where you are keeping the students and I might let you keep eight of your nine lives," the man suggested condescendingly.

Jubilee eyes drifted back to Sabertooth and saw that he was practically shaking with rage.

"Who the hell are you?" Victor Creed hissed agitated as his wound slowly began to heal.

The man smiled darkly, apparently not the least bit intimidated.

"All you really need to know is that I just became your worse nightmare, but in the meantime...you can call me Batman."


	11. Chapter 11

**AN: I am sorry for the delay once again...review!!!!!**

For a long moment no one said anything. Batman stood stoically silent as he observed the scene. The young girl he knew to be Jubilee from the Xavier school was on the ground a small distance away, with her fingers stroking her bruised neck while starring up at him in awe. A low and dangerous growl caused him to divert his attention from Jubilee and over to her attacker. Batman stared down the murderous looking beast with a horrible feeling in his he had seen his fair share of the darkest and most evil types of super villains and criminals in Gotham, none of those could come close to comparing to the _thing _standing a few feet away from him with malice and hatred in his eyes. The tall cat like beast had sharp looking fangs that dripped with saliva, and dangerous claws that looked able to shred anything into tiny unrecognizable little pieces. If this was the thing responsible for the abduction of Max he instantly became more worried about the condition she was in and her well being. He clenched his fist in anger, and felt his jaw tighten at the thought of Max being hurt. If this creature had hurt his best friend in any way, he would personally see that this overgrown cat would loose all nine of its lives. More tense seconds went by before Sabertooth decide to speak.

"Well batman, I don't know who the hell you think you are, you made a grave mistake, _runt_. No one comes between me and my prey. Now I'm going to make you wish that you stayed out of this," Sabertooth growled murderously.

Batman smirked at the ominous threat he heard in the other man's voice. He had no doubt that the mutated freak had every intentions of carrying that threat out and while he knew he should at been at least someone frightened of his newly acquired enemy, he wasn't. Fear wasn't going to help him found Max. Delivering a massively persuasive ass kicking to his opposition was.

"Bring it on, fur ball," Batman grinned darkly preparing himself for what he expected to be an extremly physical fight.

"Oh, this is going to be fun," Sabertooth grinned at the challenge before charging towards Batman with incredible speed and agility.

Batman tried to move out of the way, but the other man was more agile then he had expected. He let out of a groan of pain and Sabertooth buried his shoulder in his gut causing to drop to his knees. If felt like a 300 pound linebacker had just hit him and forced all the air out of his lungs. Before he could catch his breath he felt a fist crash into the side of his face sending him tumbling into a pile of abandoned trash cans. Creed pounced on top of him and began to pummel Batman relentlessly.

_I will definetly be feeling this in the morning, _he thought to himself as he waited for the stars dancing behind his eyelids to disappear. Jamming the heels of his feet into his attacker's midsection he managed to put some distance between him and the beast. As he struggled to his feet, he felt a wet burning sensation at the corner of his mouth. He bought his glove up to his lips and saw red blood on his fingers. He clenched his his fist with anger. Now he was seriously pissed off. He waited for Sabertooth to lunge at him before he sprung into action. Using all his strength, he swung at the other man landing a heavy punch in the other man's gut before taking him off his feet with a swift round house kick to the chest.

Sabertooth flew back into the brick wall with such force that it caused the building to quake tremendously. Batman watched in disbelief as his enemy laughed deeply as almost as if the blows had been like child's play to him.

"Is that all you got?" he sneered narrowing his sable tinted eyes at Batman.

"Why don't you stick around and find out?" the Asian girl in the yellow trench coat growled jumping on Sabertooth's back trying to prevent him from attacking Batman.

Batman eyes widned as he watched the fiesty girl claw at Creed's eyes with an astonishing amount of bravery that left him speechless.

_Is she insane? She is going to get herself killed! _he thought to himself in horror.

He watched wide eyed as he Sabetooth grabbed Jubilee off of his back and tossed her aside like a rag doll. Twisting her body in mid air, she skillfully managed do a series of aerial flips and turns that helped her to land gracefully on her feet without sustaining any injuries. Not only were her moves impressive, but they would have put any gold medalist gymnast to shame. Staring at Jubilee, Batman was starting to think that there was more to the sassy, yellow trench coat wearing Asian girl that met the eye.

"Here kitty, kitty, kitty," she taunted smirking.

While Sabertooth was distracted with Jubilee, Batman took advantage of the moment and flew in the air towards Sabertooth with one leg extended drop kicking the beast to the ground. Sabertooth moved to get back up, but Jubilee crouched low and delivered a swift slide sweep of her leg to his feet causing him to fall back to the ground roaring with anger. Batman straddled the fallen man and gripped him tightly by the fur on his neck and narrowed his eyes menacingly.

"This is the last time I am going to ask nicely. Where the hell are the students?" he demanded hotly.

Sabertooth grinned coldly.

"You should be more worried with keeping your life rather then me taking the lives of those tasty lil frails," he sneered.

Batman felt rage surge through him like a destructive out of control tidal wave. If Sabertooth wasn't going to tell him where Max was, Batman was prepared to try a more diffrent and more darker approach.

"Wrong answer, asshole," he growled lifting his fist to strike Creed.

Suddenly an electromagnetic pulse shot through the air throwing Batman off of Sabertooth . The force of the sudden blast sent Batman crashing into the alley's brick wall violently, and caused Jubilee to fall unceremoniously to the ground. Batman looked towards the sky and frowned as he saw several light poles, cars, and metal laced things floating ominously towards the sky.

_What the hell...._

Leaping to his feet deftly, Sabertooth moved in to attack them once more, when he suddenly stopped dead in his tracks. Lifting his face towards the sky, he closed his eyes and sniffed the air with a sadistic smile on his face, before turning his piercing gaze back towards Batman who was being helped back to his feet by Jubilee. It was obvious by the expression on Sabertooth's face that something else had captured his full attention.

"As much as I would like to finish you pathetic runts off, duty calls. Tonight, the Xmen shall die," he growled darkly before turning and bolting out the alley.

Jubilee eyes widned in horror.

"I have to go after him! He is the only chance I have of finding my friends and I have to warn the other xmen," she cried moving to chase after Creed.

Batman blocked her path with his eyes narrowed in annoyance.

"Would you care to explain what the hell is going on here? What was that weird sonic boom that just happened? Who was that psychotic creep and what does he want with those students from the two schools?" he asked impatiently.

Jubilee starred at him apologetically.

"I appreciate you stepping in and helping me fight of Sabertooth, but I don't have time to explain my history with Creed or his intentions. The only thing important is that I find him before he hurts my friends, and that sonic boom is proof that Sabertooth isn't working alone. He bought his handler," she said firmly, walking past him.

Batman raced after her and fell in step beside her once he had caught up with the girl.

"Well you can explain it all to me on the way to wherever it is we are going. This is my only lead to find those abducted kids and like it or not I am coming with you. Besides, you are going to need my help," he said in a tone of voice that convinced Jubilee that there was no point of arguing with him.

Jubilee glared at him evenly.

"For your information, I'm not just a helpless little girl. I dealt with Sabertooth before. I can handle him," she insisted shaking her head trying to clear away the cobwebs that the battle with Sabertooth had left behind.

Batman smirked. He couldn't decide if this girl was just brave or crazy.

"Ok, well explain this to me. You seem very familiar with that freak of nature. Who is he and who are these xmen that he seems intent on eliminating?" he inquired.

Jubilee sighed. It was obvious her new found ally wasn't going to let up on his interrogation so, with patience, she quickly explained everything to him.

When she finished she was surprised to find Batman with a smirk on his face.

"You really expect me to believe that your school, which is known to the world as a institution for the gifted, is actually a secret base for a band of super hero's who are educators by day and crime fighters by night?" he asked amused.

"Well, vigilante's is probably a more accurate description seeing how we don't really see ourselves as super hero's, but yes. That is pretty much everything you should know. I'm sorry that this is a little far fetched to believe, but you asked, and that's the truth," she said firmly.

Batman shrugged.

"It's just a little...weird, that's all," he said sounding disturbed.

Jubilee stopped walking with a look of disbelief on her face.

"Wait, you just nearly got your ass handed to you by a thing that looked like it stepped out of the prehistoric era and yet you are skeptical about what I am telling you?" she asked surprised.

Batman grimaced.

"I didn't exactly get my ass handed to me, and in my defense I just don't like cats," he mumbled.

Jubilee laughed and they started walking together in a comfortable silence.

"So...do you like have some kind of secret code name or something?" he asked finally.

Jubilee smiled amused.

"Nope. I just go by Jubilee, but everyone calls me Jubes except for Logan or Ro who calls me by my full name Jubilation Lee when I am in trouble. No offense but I prefer not to have some cliche code like you do. What's your name by the way? Bat boy?" she taunted jokingly.

Batman laughed.

"Actually it's Bat_man _but I don't really mind the cliche. After all, the name isn't who I really am as you may know. Batman is my alter ego," he explained.

Jubilee nodded thoughtfully.

"That makes sense," she mused aloud.

"Do you know where you are going?" he asked finally.

Jubilee nodded.

"I know how to track those who are evasive. If we keep a reasonable distance and not make alot of noise, we will catch up with him and find my friends," she informed turning a corner and stepping onto a road that exited the city.

Batman nodded.

"So that's your ability? You are a tracker? " he asked curiously.

She shook her head.

"No. My friend Logan taught me to track. Let me demostrate what I was born with."

Batman watched wide eyed as the girl stretched her hands covered in leather yellow gloves towards the sky and released multi colored fireworks from her finger tips lighting up the sky. Grinning she turned to him with her dark brown eyes dancing with amusement.

"Not only can I use them to defend myself, but I like to use them as a beacon to contact my teammates when our communication system is broken and we are separated. Any minute now one of my teamates will be along to find me," she explained.

"You must be a ton of fun during the Fourth of July," Batman said with a smirk.

A few minutes later they stopped walking and Jubilee frowned discouraged.

"There is nothing out here but an abandoned warehouse," Jubilee groaned disappointed, "Maybe I'm not as good of a tracker as I thought."

Batman stared down at the disappointed girl sympathetically. Even though she may have led them in the wrong direction, he had to give her credit for trying. He was turning to lead them back into town when he saw a half buried foot print in the dirt. As he knelt down to take a closer look, he noticed the footprint was left by a rather large animal.

"Did you find something?" she asked curiously looking over his shoulder.

Batman nodded as he stood up.

"Your tracking skills weren't off. Creed was covering his trail up to this point, but he got sloppy once he got closer to his destination. I believe he is holding the students in the abandoned warehouse," he mused aloud.

Jubilee grinned happily.

"What are we waiting for? Let's go!" she exclaimed moving to run towards the creepy abandoned warehouse.

Batman smirked and grabbed her gently the forearm.

"Not so fast, sparky. We don't want to rush in there blindly. I have a plan..."


	12. Chapter 12

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A few miles away, Ororo and her team felt the after shock of the explosion that violently shook the ground beneath thier feet. The windows in the buildings around them on the abandoned street, shattered sending shards of glass raining down into the nearly empty streets. The xmen had been investigating the disappearance of the students in a less populated part of Cancun when they had felt the electromagnetic shock wave. Kitty fell off the curb with a small shriek and Evan held onto a lightpole to keep from falling. Ororo balanced herself hovering in the air with both her ams stretched horizonatlly. The sudden burst of energy had set off a handful of alarms in cars parked on the side of the street. Windows to the apartments located on the street opened, and a string of curses from rudely awakened tenors rang through out the night.

"What _was _that?" Scott exclaimed as he struggled to keep his vertical balance on the trembling cobble stoned road.

Bobby lundged foward, grabbing Kitty from getting showered with broken glass.

"Whoa! Who knew that they had Earthquakes in Mexico," Kitty said breathless as Bobby released her gingerly from his ams.

Ororo frowned as she looked around. She was connected to Mother Earth and she could feel it in her bones that the abrupt shaking hadn't been natural. There was another source and she knew of only one person who had the ability to send such a powerful electromagnetic pulse through the atmosphere that way. Slowly she began to levitate into the air so that she could get an aerial view of what was happening. Less then a half mile away, she saw a man cloaked in a purple cape and red armor suit with a helmet hovering in the air with his arms stretched towards the city below them.

Magneto....

Suddenly things that had been unclear before about the students kidnapping was starting to make perfect sense. She had sensed Victor Creed had not acted alone in the abductions of the students, and she had been right. Magneto was using the kidnappings to distract the xmen while he had a more darker and sinsiter plan up his sleeves.

Before she could relay this to the others, Kitty's excited voice interrupted.

"Logan, you came back!" the perky girl exclaimed as a man walked out of the shadows towards them.

Ororo lowered herself back to the ground and started to rush towards him with glee when she stopped suddenly. When Logan had left the hotel he had been wearing all black and now he was in his xmen uniformed. She couldn't place her finger on it, but something was wrong. The way he moved, the way he smelled.... As he drew closer, she looked into his steely gray eyes and felt uneasy all of a sudden. They way he was starring at her coldly and stalking towards her with a menicing glare let her know that the man wasn't Logan. He was someone else, and she had a gut feeling she knew who was pretending to be him...

As Kitty walked towards the what appeared to be Logan, Ororo rushed forward and grabbed the brunette by the arm tightly. Kitty Pryde stopped walking and stared at Ororo confused.

"Storm, what are you doing?" she started baffled, "Shouldn't we brief Logan on the situation?"

Ororo shook her head quickly.

"You do not understand, kitten. That _thing _is not Logan. It's Mystique. Stay behind me, child," Ororo said curtly as she pulled Kitty behind her protectively.

The man smiled and spoke with a woman's sultry voice.

"You and the feral wolverine must have become really close if you could tell the diffrence," she said slyly.

Ororo narrowed her awuatic blue eyes in anger.

"That is none of your concern, Raven. Tell us where you are keeping the students hostage," she snapped.

Raven scowled angrilly.

"I am thier mother. I did not kidnap my children. I saved them from the naive lifestyle that Charles Xavier have spent years programming into thier head," she spat.

Ororo shook her head sadly.

"I pitty you, Raven. You have eaned the disdain of your own children and whatever plan of terror you have in mind to carry out will be stopped," Ororo started.

"Foolish Windrider!" Mystique- Wolverine laughed harshly, "You can not stop what Eric has put in motion. The erratication of humans have already begun and there is nothing you could do about it. If you don't believe me, _darlin, _just look behind you."

Ororo turned around to find Magneto standing behind her and several cars, telephone poles, and other magnetic objects being lifted into the sky omniously. She saw several people running and screaming for cover.

"Magneto do not do this! Innocent people will be hurt," she cried.

The elderly man smiled coldly.

"Foolish windrider. None are innocent, or are you still believing in Charles dream? The homosapiens were responsible for the deaths of millions of mutants with the abomination they call Friends Of Humanity," he hissed releasing the objects towards the humans racing away from him. Ororo quickly summoned a strong wind trying to blow the debris away but it was in vain. Just when she thought that thier was no hope for the fleeing civilians, Kitty appeared and grabbed three of people and phased them to saftey in a nearby building. A car that had been used as a weapon by the master of magnetism, landed a few yards away and burst into flames. Bobby quickly acted and used his abilities to extinguish the flames quickly before it could explode.

Ororo tuned to her nemisis with her eyes all white and lightning dancing in the air eerilly around her. Her long white hair blew heavilly as the winds around them began to pick up speed.

"Enough! I will not stand by and let you kill these people who has nothing to do with you and your personal war of vengence," she warned dangerously.

Eric's face reddned with anger.

"It disgusts me to watch mutants fight on the behalf of the very humans who persecute them. Charles preached of lifestyle of co exsistence and like all the others, windrider, you foolishly bought into his propaganda. I will not only clense this Earth from the humans, but I will also cleanse it from mutants like you who suffers from self hatred and denies your righteous place above those inferior to you," he promised darkly.

"I rather die fighting for peace and coexsitence then live trying to enslave others," she retorted coldly.

"You stand with them and I shall destroy you as well," Magneto warned evenly.

The weather witch was so focused on Magneto that she didn't notice she was about to be attacked untill it was too cried out as Mystique morphed as Wolverine pounced out of the shadows knocking her down to the ground roughly. She fell against the asphalt groaning as she landed on her right wrist injuring it. She barely had time to recover as he wraped his fingers around her throat lifting her feet from the ground slowly.

"Nothing will stand in the way of us taking our rightful place among these insignificant humans. Prepare to die, Ro. Isn't that the cutesy little nickname that he has for you, _Goddess?_" Mystique-Wolverine sneered darkly.

Suddenly the morpher released Ororo with an anguished howl, clutching her arm while transforming back into her scaley, blue, natural form. Standing protectively in front of the weather witch was none other then....

"Evan!" Ororo gasped surprised.

Her seething nephew stood in front of her defensively, holding a large spike in one hand, with his dark ebony eyes shining with anger.

"You want to get to my Auntie O, you have to go through me first you creepy hag," he hissed nastily.

Ororo rolled out of the way as her nephew and the shift shaper went at it furiously. She took a moment to observe the entire scene so she could decide her next course of action. Scott and Kitty were both helplessly being beat down by Magneto, metal heavy objects were flying everywhere and, innocent bystanders were fleeing out the town to keep from being caught in the middle. In the distance she could hear the sirens of police cars drawing closer. She suddenly realized what Magneto plan had been. He had not only wanted to take out the xmen permenatly, but he wanted to make the first move in challeging the humans to war. Killing countless of humans in Mexico would no doubt ignite a war. A war that would not only be waged between humans and mutants, but also America and Mexico.

She had to do something and she had to do it quick. If she didn't, then alot of people would die in the battle and the tension between humans and mutants would become more violent and Charles dream would never come to past. Taking a deep breath, she rose to her feet and looked in the direction where Magneto had overwhelmed Scott and Kitty and was preparing to deal a fatal blow, when she suddenly sprung into action. Lundging foward, she surprised Magneto by grabbing him firmly by the cape. Flying as fast she could, rocketing towards the air keeping a tight grip on him as the ground below them began to appear smaller and far away. As they flew, Magneto and Ororo engaged in a heated battle filled with fierce lightning bolts and an incredible show of Magneto's ability to manipulate the magnetic force field in the Earth's atmosphere.

Ororo was preparing to throw a punch when Eric stretched his arms out in front of him. Ororo gasped as he managed to stretch her body with her arms and legs spread apart. She realized the metal anklets she had been on each of her ankles, along with the bracelets on her wrist was the reason why he was able to have the control over her body. Even though her situation looked very bleak, she refused to give

"This has to stop, Eric! The war between the humans and mutants is only going to bring about more deaths and pain. This is not what Charles want! He wants peace, not war!" she cried angrilly. Thunder boomed in the distance mirroring her frusteration.

Magneto laughed evily.

"I admire your sprit, Storm, but it's over. However, I will admit that there was a time where I actually respected what Charles Xavier wants. Those days are long gone. Xavier does not have what it takes to accomplish his dream. A dreamer with no sense of risk is doomed to spend his time in a fantasy world, instead of reality," he said sagely with a smirk on his lips.

Thier conversation was momentarilly halted as they were temporarily blinded by the beam of a bright light aimed from a chopper hovering over them. The helicopter consisted of a team of a Mexican swat team aiming assault weapons at them.

"Stay where you are! This is the police! You are under arrest for terroism against this country! Do not attempt to flee or we will shoot," a voice from the loud speaker warned.

Ororo began to panick. She needed to get free, or else something terrible was going to happen. She could just tell from the sadistic look on her enemy's face and the way his lips twisted into an demented smile as he stared up at the Helicopter. He suddenly turned his gaze back to her and smiled at her sinisterly.

"I guess that's my cue, my dear. I will leave the decision of your survival in your own hands. Let's see where your alleigence really lies, shall we?" he said omniously, as he realeased his magnetic hold on her.

Before Ororo had the chance to ponder his crypic statement, Magneto lifted his arms up in the sky towards the helipcopter above them. Ororo watched in horror as she realized what he was about to do. She sent a highly charged lighting bolt striking him hard in the center of his chest, sending him flying a few yards away into an abandoned warehouse right outside of the city, but the damage was done. Magneto had used his power to disesemle the chopper sending the aerial machine falling to the ground in pieces towards where her teamates were still battling. The men who had been in the helicopter screamed as they fell helplessly towards the ground where they were certian to meet a quick death.

In a split second she saw the two grave choices that Magneto had laid out for her. She could eithier save the humans tumbeling towards the ground screaming in fear, or she could save Kitty, Evan and Bobby who were on the ground in the direct path of the impending collision and would be killed instantly from the impact of the crash. She felt dread as she realized she might not be able to save them both. She knew that she was a leader who swore to vaule the lives of both humans and mutants equally, but when it came down to it, who would she put first? The answer wasn't something she had to even think twice about.

Blinking back tears she flew as fast as she could towards her commrades. She used the wind to air lift Kitty and Bobby sending them sailing a few yards away out of harms way. She knew from the way they roughly tumbled across the cold pavement that they would be bruised from her actions, but it was better then the alternative which was death. Turning her face back towards the sky, she made another cruical decision in her heart and in her soul. She would not let Magneto win. She wouldn't let him force her to choose. She was an xmen and she had a duty to protect _everyone, _not just mutants. She had to save the human piolts. She landed on the ground, pivoting on her heels before briefly starring up at the debris that was preparing to hail down on her. Pieces of the machine, a spinning rotor, the engine, sharp shards of glass...

She could die easily doing what she was about to do, but she had no heard someone screaming her name and she looked up to see Logan rushing towards her frantically. Pushing away her fear she flew into the storm of carnage towards two of the men who both had been knocked unconcious. She grabbed them both desperately trying to keep them from harm's way. She was almost touching the ground when something struck her hard from behind...then everything went black.

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	13. Chapter 13

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**AN: Thanks for the reviews! Oh and just saw the new Wolverine movie and may I be the one to say that they found the perfect actor to play Gambit. I was very satisfied that my sexy cajun was portrayed very well, yup, yup ^.^ Oh and if anyone is interested, I wrote this chapter inspired by Ingrid Michaelson's "Corner of your heart" a very gorgeous song....**

"Oh, no! Storm!"

Gambit, Jean, and Bobby were heading back to the hotel when they had heard a loud commotion that came from the sky. Looking up they had been horrified to find Ororo high up in the air in the middle of thunder and streaks of purple lightning, spiraling out of control.

Remy stood back watching numbly as Ororo tumbled unconscious through the air towards the ground at a frightening speed. From where he was standing he knew that he would never reach her in time to keep her from slamming into the pavement, but that didn't stop his feet from propelling him forward as fast as his legs could carry him. As he ran towards her, his dark eyes never left her body. Her hair was whipping around her body in a violent dance and heavy sharp objects from the dissembled helicopter fell around her dangerously.

_Hold on ....Remy's commin' Stormy...._

For a brief moment he flashed back to the memory of when he had first seen her. It had been another time he had been racing to her rescue. She had been the vessel of beautiful innocence. Her big blue eyes had been filled with confusion, tears and fear and her white hair had been dirty and a tangled mess.

She had been a child.

It seemed that he was running in a slow motion. With every breath, with every heart beat and with every drop of sweat he knew he was just seconds away from keeping his best friend, his _padntat, _from dying. He swore if she was to live that he would make sure that she would be happy. He would graciously step aside and would stop fighting for her heart and let her find happiness with Logan. The thought of her with another man nearly made him want to cause something to explode, but he kept his smoldering emotions inside. He would give anything to protect her from harm.

"I got her," Jean cried as she stopped running. Stretching her hands out in front of her, the red head telepath used her telekenisis to wrap Ororo's limp body in a pink colored force field that kept the weather witch from slamming into the ground.

Once Gambit was in position beneath the weather witch, Jean released her from the energy bubble and Ororo fell gently into the Cajun arms. Remy couldn't remember the last time he prayed, but in that moment he whispered a silent prayer up to God for sparing his Stormy's life. As much as he hated to admit it, he could bare losing her as a potential lover but he couldn't bare losing her as a friend and as a person. Ororo was the one person through thick and thin, foe to friend, and one of the closet things he had of resembling a family. She was his padnat, his heart.

"What's her status, Gumbo? Is she alive?" Logan demanded rushing over to where the stricken cajun was clutching a motionless Storm.

Remy looked up at him bleakly.

"She's conscious, but barely. We have to get her out of here and somewhere where she can get medical treatment," he informed hoarsely.

Suddenly a low moan escaped her lips stunning everyone.

Mon Dieu! Stormy are y' aight?" Remy whispered trembling as he reached down and searched for a pulse. It was ffaint and very weak but it was there nonetheless. When he pulled his hand from beneath her head, all the color drained from his face as he spotted blood on his glove hands.

"What is it, Remy? What's wrong?" Ororo asked weakly trying to sit up.

"Your head, petite, it's bleedin' badly. Don't try t' move or speak," he protested trying to hold her down.

Ororo squirmed out of his grasp stumbling slightly as her feet reconnected with the ground.

"Auntie O!" Evan cried rushing to her side.

Ororo waved his concern off patiently.

"I am fine, child. Do not be panicked. It is just a scratch. We have a fight to finish and," she started.

Remy and Logan exchanged a look of apprehension.

"Jus' a scratch?" Remy's eyes nearly bulged out of his head, "Are you crazy, cherie? You nearly died! What were you _thinkin' _when you did that? You could have easily been killed!"

Logan nodded in agreement.

"The cajun's right, darlin," he started.

Ororo's pretty face darkened in anger.

"I simply could not let that mad man chose who lives and who dies. It goes against the principles that make us who we are, the xmen," she said defensively.

"So instead you decided to pull a stupid stunt that nearly got you killed? Damn it, Ro! Why do you have to be so damn stubborn?" Logan growled.

Remy grimaced. No one spoke to Ororo in that fashion without repercussions. As if on cue, thunder rumbled ominously in the sky as the wind rider turned her piercing gaze on the feral man.

"Funny, Wolverine. You are standing there accusing me of the very thing that you are most guilty of. I did what I knew to be the right thing! Just like you feel like you do not have to answer to anyone, I most certainly do not have to answer to you," she said tersely.

Remy noticed the tension between the two and was both amused and saddened by it. The anger that Ororo and Logan were presently directing at each other had nothing to do with the current situation and everything to do with the intense attraction the two have been feeling towards each other lately. He suspected that Logan was angry that he had allowed himself to fall for whom he had constantly referred to as the ice queen school teacher, and he knew Stormy well enough to know that her anger stemmed from the fact that she was hurt the last time she had put her heart on the line and she feared that she was risking the same thing with Logan. Plus she was still pretty pissed that Logan had decided to go all lone ranger instead of working with the team to neutralize the threat.

Ororo took a moment to check her emotions before addressing the team coolly.

"Knowing that Eric was the man behind this whole operation, it is paramount that we find Victor and the students," she started.

"Don't worry about Creed, darlin. That bastard is going to be dealt with...," Logan growled extending his claws, "Personally."

Remy scoffed rudely.

"Glad t' see dat yo rivalry with that overgrown mangy cat is mo' important t' y' den Stormy's welfare. Y' still don't get it do you?" he snapped angrilly.

Logan glared at Remy seriously tempted to throw a punch at the other man.

"This ain't the time to argue about this, Gumbo," he warned evenly, "Take yer attitude along with Drake and Pryde and go search the warehouse for Magneto. Just like we practiced in the Danger Room, remove Magneto's helmet and leave the rest to Jean."

"Remy ain't goin nowhere unless it's by Stormy's side. At least Remy knows what's impo'tant," he growled fiercely.

"Don't make me tell you twice...bub..." Logan warned hotly.

Remy smiled darkly.

"Remy would like t' see up close and personal what you plan on doin' if Remy does make y' tell 'em twice," the cajun said coldly.

Logan took a threatning step foward before Ororo quickly made her way in between the two men.

"Um...we are just going to go stand over there," Evan said nervously before he and the others scampered away, desperate not to get caught in the cross hairs of the feuding teachers.

"Stop this madness! I simply do not have the time, nor the patience to deal with the clashing of you two's ego along with an out of control Brotherhood. You are behaving like children in front of the others, and I will not stand for it. They look for us to lead them and we cannot do that if you two are always at odds with each other. You two find a way to work and fight together or you can leave the uniform and get the hell off my team," she snapped, her blue eyes flashing with anger.

Both men looked at Ororo stunned. They had never seen her that angry nor ever heard her voice raised to that particular agitated level.

Remy turned to walk away when Ororo captured his hand in hers, preventing him from making his hasty exit.

"Remy, brother, listen to me," Ororo pleaded softly.

The cajun winced internally at the term _brother. _He wanted to take her and shake her until she realized that he no longer considered her a sister. He saw her as something so much more intimate., but judging from the strange look in her eyes, he was getting the feeling that his affections were not being reciprocated.

"You are both right. I am injured and therefore cannot consciously lead a team against Magneto. Logan is second in command so he is in charge and I need you to follow his lead. If we don't react quickly, Magneto may hurt and kill alot of innocent people. I know that is something you would do anything to prevent. Do not let this quarrel between you and Logan get in the way of fighting for those who are not strong enough to fight for themselves."

Remy frowned.

"Oui, Stormy but...."

"I will be fine. I know that you want to protect me but there is nothing more you can do for me. You have to trust that I will be okay and this is the best decision for me and for everyone involved," she said gently, reaching up and touching his cheek tenderly lightly with his fingertips.

Remy stared down at her feeling internally conflicted. A part of him knew Ororo was right, but it didn't make his reluctant decision to leave her in the unpredictable hands of Logan any easier.

"It is my choice to make, Etinne. I am no longer the child that a part of you still believe me to be. You have to let that part of me go," she said gently.

Remy smiled reluctantly knowing that she was right.

"Ok. Remy only is doin' dis fo' y', Stormy," he murmured kissing her on the cheek.

Ororo returned his kiss with a warm and tender smile.

Logan watched the interaction between the two feeling somewhat annoyed. It was clear how Ororo was finding it difficult to reject the cajun, and it bothered him slightly. Was there some part of Ororo that wanted to be with the Cajun? Was she going to regret turning down Remy for him later down the road?

Scott interrupted the tense moment seconds later.

"Jean just got a reading on Magneto. He landed in that abandoned warehouse just on the out skirts of the city. We should move quickly to keep from recovering and attacking the city again," Scott informed the others.

Logan lifted his head and sniffed the air with a dangerous smile on his lips.

"The kid's right. If Victor's handler is nearby then the scum is laying low somewhere close and I can definitely smell Creed's stink on the breeze. If that fur ball is hidin' anywhere, our best chance is that warehouse," he said firmly.

As Ororo briefed the other members of the team describing the tactic they were going to use to storm the warehouse, Remy felt the light hair on the back of his neck stand straight up and he frowned deeply. Looking over his right shoulder, one of his slender eyebrows arched suspiciously. Someone was out there....watching him....he could feel it.

"Gambit? Is there something the matter?" Ororo's commanding voice jolted Remy out of his thoughts abruptly.

The cajun turned and faced his friend with a half smile.

"I have to settle a score, mon ami."

Ororo knew once Remy uttered those six words, there was no point in trying to argue reason and logic into his thick skull. His stubbornness and unwillingness to listen to reason was one of the things that completely exasperated Ororo about Remy. She knew that if he was about to take care of something personal, she was better off not to stand in his way. Instead she took his hand and squeezed it briefly while her blue eyes bored into his intently.

"Be careful, dear friend," she warned softly before releasing his hand and hobbling over to where the rest of the team was preparing to deploy. Remy waited until they were out off sight before turning and looking down the empty street with a cocky smile on his lips and the tail of his tattered leather brown trench coat blowing in the wind. Reaching into his coat pocket, he pulled out his Bo staff and with a slight flicker of his wrist the BO staff became full length and began to glow a light pink.

"Y' can come out now, Raven. Remy could smell you from a mile away," he said loudly, his eyes narrowed in annoyance.

A soft laugh trickled by on the breeze and Mystique morphed in the form of Storm slink ed out of the darkness with a smug smile.

"You know we could not simply let you walk away from the Brotherhood, _brother_," the morph-er said mockingly, " and you also know how much I simply hate to harm a fellow mutant but,"

"Merde, Raven. Yer half ass excuses ain't gonna cut it. You damn near killed Stormy, and fo' dat, y' must be dealt with accordingly," Remy said in a dangerously soft voice as he shuffled a deck of his cards.

Mystique laughed in disbelief.

"I cannot believe you, Gambit. You have fallen in love with that self loathing weather witch? I would think that a dark criminal such as yourself would have better, or shall I say a more appropriate taste," Mystique smirked.

Remy laughed harshly.

"An' what would you consider appropriate taste, cherie? Y'? No offense, but Remy has more appropriate standards," he said with a smirk.

Mystique smiled coldly.

"Do not flatter yourself, thief. If your precious Storm didn't want want you want makes you so sure that I do?" she asked scathingly.

Remy clenched his teeth in annoyance at the pain Mystique's harsh words had caused him. The morpher transformed back to her original state and pierced Remy with her cold yellow reptile gaze.

"I shall give you one last chance, thief. Stand against us, Lebeau and you will fall. Stand with us and you will be among the most powerful beings ever known to this country," she offered curtly.

"Remy t'inks he will pass on joinin' yo cult of psycho's," Remy said stiffly, gripping his bo staff tighter.

Mystique shook her head disappointment.

"It's a shame that I am going to have to kill you," she sneered making a move towards him.

Remy smiled slyly as he casually pulled an extra deck of cards out of his trench coat pocket.

"Wanna bet?"

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	14. Chapter 14

**************************

"Help! Let us out! Somebody....Damn it!"

Max felt the skin covering her knuckles began to grow raw as she used her fist to beat on the steel door frantically. Someone had to hear her. They just had to. If Max didn't get out of there soon, she wouldn't be able to warn Terry about the impending danger that they all were in. After ten more minutes of this, she swallowed back an angry sob as she pressed her back against the door and slumped down to the floor slowly feeling defeated. As Anna sat across the room watching silently, it seemed as if reality had sunk in for the other girl as she was beginning to see that their situation was hopeless.

"Ah wouldn't give up hope just yet. There is still hope will get through this ok," the southern girl lied trying to comfort the pink haired girl.

Anna wished that there was something she could do to get them out of this mess. Not being able to use her powers made her feel helpless and she was the most vulnerable when she felt that she had no control.

Max nodded reluctantly.

"I guess we have no other choice but to wait and hope that someone find us before those two psycho's come back. That's if anyone from our schools at that party has noticed that we are missing yet," she said sighing, mentally hoping that Chelsea and Blake had managed to find help.

A few moments of silence lapsed between them before Anna cleared her throat.

"Speakin' of the party, how was it?" she asked casually.

Max snorted.

"You mean aside from the part where I got knocked out? You didn't miss too much, trust me," Max assured starring down at her torn and tattered dress wryly.

Anna laughed lightly.

"I thought that leaving Gotham would grant me a short span of normalcy, but boy was I wrong. Who knew the weird and the strange stretched all the way to Mexico?" Max mumbled.

Anna's amusement faded as she heard the stinging disdain in Max's voice when she emphasized the words "weird" and "strange".

"Earlier tonight I laid eyes on a woman who looks like she should be the leader of the Smurf nation and a beast that looked like it just escaped a museum. You would think that I would be freaked out, but guess what? I'm from Gotham which is the freak capital of the world. Trust me, at this point there is nothing else that can happen that would shock me," she promised.

"Would it shock you if Ah told you that Ah am among the people you call weird and strange?" Anna blurted.

She didn't know why she just randomly decided to offer that personal secret about herself to the other girl, but seeing the surprised and taken back expression on Max's face nearly made it worth it. The fact that Max was prejudice towards mutants made her angry.

"Why would it shock me? Surprise, yes, but it's not really shocking," Max said frowning.

She was definitely detecting an attitude from the scowling Gothic girl.

"Well you referred to those of us not normal as weird and strange," Anna started.

Max held up her hand cutting Anna off abruptly.

"Listen lady, I meant no offense when I said that. I used those two words because that is what, to me, best describe who you are. No one said being different was a bad thing. In fact, I would rather be called weird and strange instead of boring," Max assured with a warm smile.

Satisfied with Max's sincerity, Rogue decided to tell Max about the real truth behind Xavier's School For The Gifted and the dark reality of her own special abilities. The whole while she was speaking, Max stared at her completely fascinated

"Ok, I have to admit...the flying part is pretty cool but I can't believe you can _never _touch anyone. That's so unsway! Wow that must mean you can't...have a boyfriend..." Max trailed off stunned.

Anna smiled sadly.

"Yeah. That part can be a bit...challenging," she said heavy hearted.

Max shook her head stubbornly.

"There have to be a way around that dark side of your ability. How come you just don't you just find a collar like the one around your neck to offset that particular ability of yours?" Max suggested.

Anna sighed dejected.

"Ah would but then Ah would stand out even more then Ah already do and that would be worse. Besides Ah ain't got a boyfriend, so what's the point? The guy Ah wish that ah could touch has a super smart girlfriend is everything that Ah aint'. She's sophisticated and so damn preppy and pretty....No wonder Scott can't see past anyone but Jean," she mumbled disgruntled, "We are so different. Scott is like this handsome smart and brave super guy hero that belong on the front of the cheesy comic book covers and I am the girl who sits at home on a Friday reading the comic and eating a cartoon of double fudge chocolate ice cream listening to really bad grunge rock."

"It's nice to see that I'm not alone in feeling like the awkward girl next door," Max chuckled softly, mainly for the fact that she could completely relate to the brunette's emotional anguish and plus it was always how Max secretly viewed Dana. Dana Tan was every guy's dream and every girl's worse nightmare. She had _everything_...the looks, the brains...the popularity. She was the center of a world that Max never felt comfortable residing in and Max suspected that was how Anna felt about Scott and Jean.

"Listen, I'm not advising you to actively plot ways to break up Scott's relationship with his girl, but if he feels the same way that you feel for him, he will eventually come to his senses and realize that he is with the wrong girl. All you can do is be there when he does come to realize that and if he is as of amazing guy that you think he is, he will be worth the wait," Max smiled secretly before continuing, "Trust me, I speak from experience."

Anna shook her head.

"Ah actually put alot of things in perspective doing this whole trip. As much as I...like Scott...I think that the fantasy of what we could be is more better then the reality," she confessed.

Max frowned.

"What do you mean?" she asked gently.

Anna turned her head and looked her square in the eyes.

"Well besides the fact that we could never touch, Ah could never be good for him like Jean is. The worst part is that even if Scott did feel the same Ah could never be with him without thinkin' whether he is with me because he pity me and sees me as some girl he have to save from herself. Ah don't want to be the cliche damsel in distress while Jean is the desired fairy tale princess," she said firmly.

Max realized that Anna had a point and she started to contemplate her own relationship with Terry. While it was clear by the kiss that their was an attraction between them, Max couldn't help but wonder if Terry was only seeing her as a temporary stand in until he found a more permanent woman to replace her. A woman more beautiful and sophisticated then she would ever be.

"Boys suck," Anna grumbled unhappily.

Max nodded.

"Preach it sister. See...we are not that different after all. You may just be the first sane mutant I have ever met and I might be some normal chick who frequent arcades more then she should, but here we are sitting here with our life hanging in the balance discussing guys," Max said causing Anna to laugh.

Anna was deeply surprised. She had been certain that Max would stare at her like a freak like most normal people with out the "x" gene would when they learned about her mutation, but surprisingly, Max seemed more intrigued then freaked out. The brunette felt bad that she had judged the girl so harshly. It was just that she was just so use to kids at school treating her like she was some kind of abomination that she pretty much expected that reaction from everyone she came across.

Their conversation was halted abruptly by the loud sound of a crash from somewhere in the building.

"Sounds like someone jus' came barralin' through the roof." Anna noted seconds later before squealing terrified as she jumped to her feet trying to dodge a nasty looking rat that was rushing around the cold concrete floor in a frantic confusion.

"Wait, what's this?" Max wondered curiously as she noticed a medium size vent near the door Anna had been sitting against.

Anna frowned bitterly.

"It's probably where that disgusting little critter just escaped from," she said shuddering in disgust.

Max eye's widened suddenly.

"That could be our way out of here!I could easily crawl through there," she began.

Anna scoffed cutting her off.

"Forget it, Max. We don't even know where that thing leads! Besides, did you not see that _thing _that just scampered out of there? It looked like it could be a small dog," Anna protested.

The black girl looked at the brunette seriously.

"Well we don't have a better plan, and the last thing I am worried about is some rat. Kurt needs some serious medical assistance, and if there is any chance that I can fit through that vent and find an escape, I'm willing to take that risk. Besides we can't stay here forever and no offense, but I don't want to be here when your mom comes back. She is kinda creepy and a bit too Mommy Dearest for my taste," Max said wryly.

Anna laughed.

Ah ain't gonna argue with you on that one, but Max are you sure you want to go out there? It's really dangerous, not to mention that if you happen to run into that mean ol fur ball, Creed, then he is going to really try to hurt you" Anna protested.

The pink haired girl smirked.

"After nearly being killed several times by jokers, kidnapped by an reptile freakish prince, and nearly sliced into tiny pieces by a psycho ninja,- _pfft- _I laugh in the face of danger," Max smirked brazenly with her hands on her shapely hips.

Anna nodded reluctantly.

"Max?"

"Yeah?"

"Be careful, gal."

Max smiled reassuringly before she crept quietly through the small tunnel like hole shuddering as she felt light and old spider webs brushing against her face. Beneath her hands she could feel moisture and dirt sink into her nails, but the worse part was a horrible musty putrid scent drafted through the ventilation system causing her stomach to turn unhappily. Her head was throbbing, her dress was dirty and ruined and she was tired. All she wanted was for this nightmare to be over so she could take a long hot shower, get back into her normal every day clothes and pass out in a nice warm bed. She didn't understand the force that was responsible for pushing her in these types of situations. She was suppose to be the sidekick that didn't meddle, the side sidekick that provided help from the safety and comfort behind a laptop and the sidekick who was was never seen and never heard; yet she was never the sidekick who followed those rules which ended her up in small nasty smelly ventilating system crawling on all fours. It seemed like forever, but finally she found the exit, thanks to the current help in the form of light pouring through the vent several yards in front of her.

_Ah, the light at the end of the tunnel..._

After silently pushing the screen off the opening of the vent, Max began quietly creeping around huge crates littered throughout the ware house careful so that she wouldn't be seen. As kept and watchful eye out for danger Max's thoughts drifted back to the conversation that she had with Anna. What if the southern belle was right? What if Terry decided he wants the more attractive Dana Tan and just may only view Maxine as the girl that he could keep in his pocket at his convenience? The more she thought about it, the more unhappy she beginning to feel about the kiss that had taken place between her and her best friend. She was torn between the choices of just being his friend or admitting to him that she wanted so much more.

A sudden noise from somewhere in the creepy dark made her jump nervously.

_"Come on, Max. Stay focused. In order to ask Terry these things, you have to be alive," _she reminded herself sternly.

Looking around cautiously behind the security of a flimsy box she didn't see anyone but she could swear that she wasn't alone. She had the eerie feeling that someone was looming... watching her...Moving slowly she began to rush towards the flight of stairs across the room when suddenly out of the corner of her eye, she saw a dark figure in the shadows slowly moving towards her and before she could react or scream a gloved hand slammed over her mouth roughly. Max could only struggle helpless as her captor wrapped their arm around her waist firmly dragged her further into the part of the ware house where no one would ever see her struggle as she kicked and silently scream to get free.

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	15. Chapter 15

**AN: Don't worry, the story is finished and I only have to post the last few chapters (this being the third to the last chapter) which will be spaced out over a period of a few days. Enjoy and thanks for the reviews which has been the life support of this story!**

_Where is she? She should have been back by now..._

Anna bit her nails nervously as she paced back in forth in her small prison while occasionally glancing at the vent Max had disappeared in to minutes ago anxious for her to reappear. Ever since Max had left on all fours through the small vent, Anna had been imaging all different kinds of horrible situations that could have happened to Max. She was really starting to have second thoughts about letting Max go on such a dangerous venture alone. She was a mutant, and Anna knew that should have known better then to let a simple human girl talk her into the escape plan. Moments later, she was trying to decide whether or not she should leave Kurt alone and go after Max when a low moan came from the corner of the room interrupting her train of thought. She looked up and smiled happily as she saw Kurt starting to gain consciousness.

The teleporter groaned in pain as he struggled to sit up. Anna quickly rushed to his side to provide him help.

"Oh mah God, Kurt! Are you ok?" she asked frantically.

"No...It feels like someone slammed a hammer into my skull. What happened and where are we?" he asked groggily as Anna helped him to his feet.

"Mystique injected you with somethin', likely a sedative. It's one of the only few way's to keep you from teleportin'. Then she bought you back here," she informed.

Kurt nodded as if it was starting to all become more clear.

"There was this girl....with pink hair..." he trailed off.

Anna swallowed deeply.

"Max? Yeah, she tried to step in and save you," she mumbled quickly.

"So where is she now?" he asked apprehensively.

Anna stared down at her feet guilty before explaining Max's escape thought the vent system so she could find help. When she had finished, she looked up to find Kurt starring at her in complete and utter horror. Judging from his expression she knew that he didn't approve her decision.

"You let her leave when you knew that mad man Creed is lurking around out there?" he demanded.

"Don't you think that I'm starting to regret letting her leave, Kurt? I was so desperate to find us a way out of here that when she insisted on going for help I didn't want to stop her. Now I can't stop imagining all the horrible things that might be happening to her," she said defensively, even though her voice cracked slightly.

Kurt narrowed his eyes.

"We have to find her. She is not like us, Rogue. She is defenseless against the likes of Magneto and my mother and Sabertooth," he protested.

Anna was about to agree with him when she suddenly heard a noise from above her that was followed seconds later by a small pebble bouncing off the top of her head. Startled, she stared up the roof to see the moonlight haunting glow casting light over two figures moving slightly.

"Did you see those shadows? Somebody is on the roof," Anna whispered pointing up towards the ceiling.

Kurt frowned. He figured it was probably Sabertooth or Mystique securing the top of the building via Magneto's orders. He was about to warn Anna to keep quiet when soft voices began to leak through the crack.

"... So your great plan was to come on the roof of a, obviously unstable, building and hope to find a _safe _way in? I still think it would have been much better if we just walked in through the front door..."

Anna eyes widened with surprise as she recognized the faint female voice drifting into the room from the roof.

It was Jubilee!

"Hey, Jubes! We are down here!" Anna shouted as loud as she could hoping to get the other girl's attention.

While Rogue stood in the middle of the room yelling at the top of her lungs, Kurt frowned as several small broken pieces of dry wall and concrete began to crumble from the ceiling indicating that the structure above them was about to crumble at any given minute. Before he could cry out a warning, the ceiling suddenly caved in. Grabbing Anna, he pulled her into a corner where he covered her body with his heavy pieces of concrete, beams and dry wall began to rain down around them. Anna squeezed her eyes shut and clung to Kurt waiting for the commotion to an end when a loud scream emerged from the midst of the chaos.

"Aaaah!"

Kurt and Anna watched wide eyed and startled as Jubilee came crashing through the roof and landed in a pile of debris and rubble several feet away from them.

"Ow...," the Asian girl complained unhappily.

Kurt and Anna scrambled to their feet and rushed over to help their fellow classmate and team member out of the pile of rubble she was currently buried beneath. Once she was back to her natural vertical base, Jubilee

immediately glared towards the opposite part of the room with a deep scowl etched in her pretty face.

"So like I was saying before what I knew what was going to happen just pretty much happened...so much for your plan," Jubilee grumbled to some unseen person.

Anna and Kurt turned around and scanned the dark room carefully before they saw Jubilee's mysterious companion. Balancing on top of the last door frame left standing in the room, a man dressed in all back leather with a red symbol of a bat tattooed across his chest was smiling amused.

"We were simply suppose to look for a way into the building. Nowhere in my plan did I ever mention _free falling_ as a way to gain access," he grinned as he gracefully dropped into the room.

Jubilee coughed trying to brush dust out of her eyes.

"Haha, very funny . How was I suppose to know that the beams were loose and were going to cave in like that?" she protested dusting dirt out of her jet black raven hair.

Starring at Kurt and Anna, Jubilee's anger and annoyance instantly evaporated.

"I'm so glad you guys are ok!" Jubilee grinned throwing her arms around Kurt and Anna's neck simultaneously nearly choking them with her death grip. Batman grinned momentarily at the reunion before turning his gaze to observe the rest of the room. Something was off....

Almost as if Jubilee had read his mind, she pulled away from her friends with a worried frown on her mouth.

"Wait... someone is missing? Have you seen a girl named Max? We thought she would be here with you guys," Jubilee asked confused.

As he waited for their answer, Batman fought back his mounting frustration and his urge to want to slam his fist into a wall, only except the walls in the room was non existent due to the untimely collapse of the roof. The hope that Max wasn't seriously hurt was starting to fade quickly. If she wasn't with Anna and Kurt, where the hell else could she be and what have they done to her? He squeezed his eyes shut trying not to think about all the different dark and horrible types of situation that his best friend could be in.

Anna opened her mouth to explain once again the purpose behind Max's absence when Kurt cut her off.

"She wanted to go find help so she escaped through the vent," he said briefly.

"At this very moment she is out there by herself? You do realize that Creed is on the prowl right? We tracked him back here," Jubillee exclaimed worried.

Batman suddenly felt all the blood drain from his face. If Max ran up against Creed, he knew his best friend would be utterly defenseless. He squared his jaw and narrowed his eyes evenly. He had to find her quickly and he couldn't spare to waste another second.

"Are you three ok to get out of here by yourselves?" he asked hastily.

Anna nodded her head.

"We are mo' then capable, Batboy. Mah question to you is where are _you _thinking about goin?" Anna asked with her arms folded across her chest.

"I can't leave here until I find the other missing student," he said frankly. He hated talking about Max as if she was insignificant just so that he could protect his identity.

"Your fancy suit is cute and all but it ain't gonna hold up against the likes of Creepy Creed and Maniac Magneto," she said dubiously.

Batman made a face.

"Seriously, are those there code names? Because if it is..."

Jubilee giggled.

"No, it's not. Rogue tends to like to embellish every once in awhile, but she's right. If you try to stand to toe to toe with any of those psycho's they will literally will do everything in his power to rip you apart," Jubilee protested.

Kurt suddenly stepped forward with a determined look on his face.

"That's why we are not going to let you go look for her alone. She is in this mess because she tried to help me. If only if these collars didn't prohibit our abilities we could serve of a greater asset to you," he said distraught.

"The furry elf is right. We can't do anything until we find a way to get this damn trashy collar of mah neck," Anna huffed with her arms folded across her chest while tapping her right foot impatiently.

Batman peered at her closely taking a look at the device around the girl's neck.

"Wait, don't move. I think I may be able to help," he said before cupping her face in the palm of her hands and leaning in close to her.

Anna blushed as his face nearly grazed hers as he closely studied the device around her neck. His fingers danced across the cool metal as he searched for a small switchboard where he could short circuit the collar. He smiled victoriously as he fingers brushed across a small grove at the back of the collar indicating he had found what he was looking for.

"I think I might have something in my tool belt that can deactivate the energy charge pulsing through the collar, " he murmured s softly as he worked on the collar.

Anna still flustered from the sudden nearness of the mysterious vigilante cleared her throat and nodded quickly. She didn't have to absorb the mysterious vigilante's essence to figure out that he was distressed greatly over the missing girl and for some strange reason she felt the need to say something to reassure him.

"She's more then what any of us could give her credit for," she said gently.

The masked hero glanced up at her sharply.

"Excuse me?" Batman asked confused.

Anna smiled.

"The girl, Max. I know that you are hoping to save her from harm, but to her credit, she ain't like you and me. We both have an upper hand in fightin' the bad guys but all she has is her heart and her courage. She is more then what she is given credit for," she paused before adding with a smile, "I now know what Logan meant when he told me that it doesn't matter the size of the dog in the fight...it's the size of the fight in the dog,"

Anna's words echoed softly in Batman's minds. As he thought about Max, he began to realize that he never really have given her the credit that she deserved. She defended his secret fiercely, watched his back with the up most loyalty and tried to protect him to the point where she had many times jeopardized her own safety. He felt the air deflate from his lungs as his true feelings for his best friend became more intense and stronger then he had ever expected.

Suddenly the collar made a clicking noise and it fell to the floor. Anna smiled kindly.

"Ah don't know what she means to you, but Ah can tell that she means a lot. We will find her. Ah give you mah word," she promised sincerely.

Batman nodded and smiled gratefully before facing Jubilee and Kurt who were anxiously waiting for the next plan of action. After he freed Kurt from his collar he nodded his head with an authoritative expression on his masked face.

"Let's go."

*****

"Alright, is everyone clear what the plan is? Storm is going to stay out here with Bobby and Kitty and provide surveillance, Jean and Scott will take Evan and search the south entrance of the wear house while I cover the rest. Remember to stay in contact with Storm with your communication at all time and if you run into Creed or Magneto then make sure you approach with caution and call me for back up immediately," Logan briefed the team as the stood several yards outside of the warehouse hidden behind a fence and large steel crates.

As everyone moved to get into place, Logan walked over to where Ororo was leaned against a crate looking like she was in excruciating pain. As he drew closer, he could see her favoring her right wrist gingerly and he felt frustration flood through him. He wanted nothing more to then take her in his arms and hold her until she didn't hurt any more, but he knew that wasn't possible so he stood there in front of her helplessly. Almost as if she sensed what he had been feeling, her eyes met his and she smiled weakly.

"I will be fine, Logan. The sooner you find Magneto and Sabertooth, the sooner we can stop them and put an end to this nightmare," she said firmly.

Inside the warehouse, Logan cautiously began to search the area with his eyes watching sharply for any moving shapes in the shadow and his ears listening for the slightest movement. He wasn't in the building for a full minute when suddenly the scent of what smelled like fear, confusion and frustration mingle with something fruity caught his attention. Seconds later a pink haired girl creeping around boxes in the dark trying to avoid being seen came into his line of vision. Judging from her description he recognized her as a student from Gotham School. He frowned as he realized that if Creed was anywhere nearby he would overwhelm the young girl which meant he had to get to her first in order to protect her from Victor.

As he stalked her carefully he could hear her mumbling under her breath to herself about some person named Terry and scowling unhappily. He smirked as he watched her. It never failed to amuse him at how emotionally invested into guys young teenage girls were these days. He patiently waited for her to stop moving before he silently crept out of the shadows. Grabbing her quickly covering her mouth dragging her into a corner where they couldn't be seen. While she was nowhere near as strong as he was he was surprised and impressed by the fierce and resilience she had.

"Let me go!" the girl yelpled causing him to hiss in pain as her teeth clamped down managing to wrench her mouth away from the captivity of his hand.

"Shh! Calm down, kid. I ain't gonna hurt you," he growled into her ear before releasing her from his grip.

She whirled around with her fist clenched tightly and her eyes filled with fire.

"_You?!_You nearly gave me a heart attack!" she whispered angrily as they stooped down behind large crates both keeping an out for danger.

"I ain't mean to scare ya, kid. You alright?" he asked gruffly checking her over for any bruising and wounds.

"It's Max, not _kid _and I'm fine," she retorted still a bit shaken by the scare he had just given her.

"Good. I want you to go back to the hotel. You'll be safe there," he started.

"I can't just leave. Anna is still trapped and Kurt is in pretty bad shape," she protested, "Besides....I can help you."

Logan glowered at her evenly.

"That is out of the question kid, and you already done enough. It was dangerous for you to get involved in the first place What were you thinkin'?" he demanded angrily.

Max narrowed her eyes at him refusing to be intimidated. She had dealt with Bruce Wayne and his constant need to lecture her long enough to know that the only way to keep men with that much ego from patronizing her was to stand up to them.

"I was thinking that if a person saw me about to get knocked the hell out that they would be either crazy or stupid enough to step in on my behalf. All it takes for evil to prevail is for good men to stand back and do nothing. It's just something I learned recently in my Philosophy class," she said innocently.

"Are you always this big of a smart ass and a pain in the ass?" Logan snorted.

Max smirked and placed her hands on her shapely hips firmly as she arched an eyebrow slightly higher above the other.

"Depends. Are you always this hostile and angry?" she retorted.

Logan didn't know how to respond so he simply kept his mouth shut. The girl, as impressive as she was, was his absolute worse nightmare at the moment. She was feisty, with attitude and rebellion all rolled into one tiny pink haired female. She was the equivalent of what he imagined it would like like to fuse Rogue and Jubilee together in one body, and at that moment he didn't have the patience or the energy to deal with her.

"Listen, kid. I have everything under control. Don't worry about Anna and Kurt. I'll get them out of here saftely. Now you better get out of here before Creed," he broke off abruptly extending his claws as he sniffed the air suspiciously.

Someone was observing them someone in the dark. He could practically feel the weight of the unknown enemy's glare. Max felt the shift in Logan's demeanor and instantly felt something was really wrong. The fine hairs on the back of her neck and her arms were standing up. Despite the fact that he was a short man, there was something that was really dangerous and Max felt protected by that fact.

"He's back isn't he?" she whispered in terror sub consciously moving closer to him.

Logan stepped in front of her protectively.

"No."

It wasn't Creed that was about to emerge from the shadows. Adrenaline began to flood through his system as he clenched his fists and held them at his side, prepared to defend himself against one of the very few people that ever managed to overwhelm him on more then on occasion.

"Stay behind me," he ordered and Max for one momemnt did not consider doing otherwise.

When his opponent failed to reveal himself, Logan's patience wore thin and he decided to call out a challenge.

"This ends now, Magneto. I know you are out there cowerin' in the dark like the pathetic scum that you are. Your psychotic plan ain't gonna have a happy endin' so you should just give it up while you still can breathe," Logan growled in rage and frustration.

His instinctive decision paid off as Magneto emerged from the shadows with contempt etched on his pale face. Logan smirked amused. The usually neatly put together and regal master of magnetism had a black scorch mark in the middle of his armor where Ororo had stuck him down and he was covered with scrapes and bruises.

"You are not a very smart man, Wolverine. If you don't want to suffer the same fate as your leader, Storm, I would suggest that you stand down," he warned heatedly.

At the mention of Storm, a low dangerous growl rumbled in Logan's chest. The man standing in front of him had tried to kill the woman that he cared about and that made Logan angry and bad things tended to happen whenever he was truly pissed off....

Almost as proof, his claws sprang from beneath his hairy knuckles causing Max to let out a little squeal of fear as she scampered back wide eyed.

"You tried to kill her, but she ain't as weak as you thought she was, bub. She's a survivor. Too bad I won't be able to say the same about you after I finish with ya, scum," Logan snarled trembling with violent rage.

Magneto laughed arrogantly.

"You will never defeat me, Wolverine. I am the one thing that you could never annihilate and I know somewhere in that animistic soul of yours, it drives you absolutely mad to know that you are not as immoral you would like to believe," he said coldly.

Before Logan could reply, Magneto stretched his hand out in front of him.

"Look out," Max screamed, but it was too late. A metal beam came flying out of the dark and struck Logan sending him flying into a wall violently. Before the claw weilding mutant had the chance to recover, Magneto used his powers to lift Logan's body high in the air. Using his other hand he took the beam he had hit Logan with seconds earlier and wrapped it around him. Using him almost in the same fashion as a wrecking ball, Magneto slammed Wolverine into wall after wall causing the foundation of the building to tremble ominously. Max took cover near a door way as small pieces of concrete began to shower down from the roof.

Magneto smirked as he lifted the brusied and battered body of Wolverine high into the air.

"I am disappointed, Wolverine. Usually you are more of a challenge," he said condescendingly.

Wolverine screamed in pain as he felt the metal digging into his flesh as the metal began to squeeze all the air out of his lungs. He was starting to suffrocate.

Max watched teary eyed with fear.

"Stop it! You are killing him!"

Magneto smiled coldly.

"Stand back child. Rest assured that once I am finished with him, you will be next," he said darkly before turning his full attention back into squeezing the very life out of Logan. Despite the man's savage screams of pain and obvious torment, Max heart nearly broke as she realized that there was nothing she could do to help him. Turning her tear streaked face upward where Magneto was hovering several feet away from Logan, she could only watch helplessly as Wolverine, now unconscious, was slowly about to be crushed to death.....

**End Note: I don't use Night crawler in a lot of my stories because his accent is hard for me to get down in the mixture of German and English and I know that his speech is off in this story, but trying to accurately properly write Remy's slaughter of the English language is all that I can handle for the moment lol**

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	16. Chapter 16

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**An: I know it seems like alot is going on but the action is quickly drawing to an end. I just didn't want to have just one chapter fight scene with this crossover. I wanted to make sure both Batman Beyond and Xmen were combined. Happy fourth of July.**

"It's yo' move, Raven. Remy advises yo' t' t'ink very carefully on yo' next actions."

As Remy stared Mystique down evenly waiting for the seething blue half dressed mutant to attack, his anger over the fact that she had almost caused Ororo to die mingled with the fact that she showed no signs of obvious remorse cause his temper to rise intensely, and his red eyes began to glow ominously.

Almost as if she had read his mind, Mystique let out a rude laugh.

"You had such promising potential, Gambit. You threw it all away for what? For your beloved weather witch? Or was it to live deceivingly among the self righteous xmen so you could hope to absolve your guilt and the truth about who and what you really are?" Mystique asked snidely as she stared at the Cajun with contempt.

Remy smirked. He knew from experience with her during his time spent with the Brotherhood that Raven specialized in verbal and physiological attacks when angered, which explained why she was bold with her sharp tongue and stinging words, but he was determined to flip the script on her.

"Y' are de one t' talk, Raven. Instead of being a half decent mother, you spend your time making sure that their lives of Kurt and Anna miserable. Maybe it's y' dat should be dealing with the truth about yourself. Despite yo' rather creepy physical appearance, Remy finds it hard to believe dat y' could wake up every mornin' and look yourself in the mirror and like who y' really are and dat is someone who has a heart of stone and someone that both Rogue and Kurt constantly rejects from their lives."

Raven's face darkened as she clenched her fist in rage. It was obvious that Gambit's comment had manage to strike a nerve.

"You know nothing of me or my children, Gambit. I would advise you to leave them out of this," she growled dangerously, "This isn't about them. This is about you and those filthy Xmen being traitors to their own kind. I do not feel any kind of guilt for trying to terminate them or you. Weak mutants are of no use to society, and they are no use to us. Those who are strong will survive and flourish over this pathetic human race!"

Remy laughed harshly. Listening to her rant he couldn't decide whether he should feel sorry for her or despise her. Even though he had been at the school for a short while, he could see the pain Kurt and Anna both silently suffered from because of the lack of a maternal prescience in their lives.

"Remy t'inks dat y' jus' don't want t' acknowledge de truth about de reality of yo' relationship with Anna and Kurt," he started.

"And what truth would that be, _Gambit," _Raven spat out his name as if it was poisonous.

Raven stood stoically silent as she waited for the Cajun to respond. Remy smirked and leaned against the corner of the building beside him shuffling a deck of cards lazily. He could tell by her level of anger that he was quickly getting under her skin. Deciding to continue his antagonizing ways, he turned his condescending attitude up a notch.

"De truth is dat Kurt feels ashamed to be biologically connected to a woman that his friend's considers a psycho, and Anna resents you fo' deceiving her to be her friend jus' so y' could rip off the professor's data base," he said quietly.

Blinded by rage Mystique lifted her arm to strike him when Gambit grabbed her roughly by the wrist preventing her from hitting him. He glared down at her, his eyes smoldering a bright intense red.

Y' jus' don't get it, do y'? De same type of genocide y' want to carry out against the humans, is de same genocide mutant hate groups would like to carry out against us. The Xmen ain't self righteous. They jus' believe no one life is greater then another. Storm risked her life to save humans and she saved de kids at the same time. Remy know that you are a cynic about mutants and humans being able to have a mutual respect for each other, but as you have seen tonight, It's possible."

Mystique was about to retort when he cut her off abruptly.

"De time Remy spent with you when he was apart of de Brotherhood, he saw a different side of you. De gentle side that shows dat you really desperately want to feel needed and in control which is why you jumped at the opportunity to become the principal. Y' surrounded yourself with stranger's kids to numb de fact de kids that you are connected t' don't want t' have nothing to do with you, and you have no one but yourself to blame for that," he said seriously.

Mystique pulled away from her with him face twisted with devastation and her yellow bright reptile eyes slanted with sorrow. Due to his gift of empathy Remy was able to sense the intense amount of guilt and regret Mystique felt at the hell she managed to put the only people she had that closely resembled a family through. She squeezed her eyes shut frustrated that Remy didn't understand the fact that...

"Everything that I have ever done in the past up to this very moment was done with the best intrest of the future of Anna and Kurt," she said firmly.

"De best thing y' can do fo' Anna and Kurt is to walk away. Remy doubt that they are ever gonna trust y' after you kidnapped them against their will," Remy said honestly.

Raven was prepared to argue when he held up his gloved hand stopping her.

"You and Remy can stand here and verbally attack each other all night, or Remy is jus' gonna go where he is needed and dat's protectin' his friends," he said softly before turning to leave.

Raven stared at him in disbelief. Granted he had his charm and his ability to smooth talk his way out of tight spots, but despite her current emotional turmoil, the morph er couldn't fathom anything that the Cajun could possibly say to keep her from physically attacking him.

"You and I are enemies, Gambit. We are on the opposite side. I can't just let you walk away."

Remy stopped walking and turned towards her with a serious expression on his face.

"What's mo' important t' you, Raven? Stoppin' Remy, or doing the right thing by Anna and Kurt and settin' them free from de emotional pain y' have made them suffer through?" he asked gently, before turning his back on the emotional morpher and walking towards the abandoned warehouse.

Mystique knew she should stop him, but all she could do was stare after him helplessly with her arms at her side. She felt a hard lump form in her throat as his words echoed in her head. She was torn between her job as Eric's right hand woman and her job as a mother. She suddenly realized what she had to do and even though it wasn't the most pleasant of outcomes, she knew that it was the best for her foster daughter and her biological son.....

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*****

As Magneto was nearing the point of squeezing the life out of Logan, Max was beginning to think that there was no chance for survival for the surly mutant with claws when something stunning happened. Victor Creed, the man that had attacked her earlier, spranged out of nowhere and tackled the older man causing him to release his hold over Wolverine who fell to the ground motionless. Once Magneto regained his footing, he turned his piercing glare on Sabertooth murderously.

"What in the hell do you think you are doing, Creed? You are interfering with the mission and that's something I will not tolerate," he hissed angrily.

Victor snarled dangerously.

"I don't give a damn about the stupid mission. I jumped on board with this plan for one reason, and one reason alone. You said that I would get to finish him the runt off, Magneto. That was the deal," Victor growled angrily.

While the two men argued, Max rushed over to where Logan was lying motionless. Her hand flew to her mouth in horror. The man was bloodied and bruised from his head to his toes. His clothes were shredded, his flesh looked liked grated cheese, and he didn't appear to be breathing. Rushing to his side, she dropped to her knees and pressed her head against his chest listening closely for a heart beat. A wave of relief rushed through her as she heard the faint but audible beat of his heart. He was still alive!

_"Hold on, ok? I'll find someway to get us out of this mess," _she whispered into his ear uncertain whether he could hear her or not.

Suddenly the argument between Sabertooth and Magneto came to an abrupt end.

"This is nonsense. Finish him off while I reduce this pathetic little town into nothing but rubble. Wolverine is of no importance to me. What is important is that we make this country feel our wrath," Magneto snapped impatiently.

Max felt fear creep up her spine as Sabertooth stalked towards her silently with a dark look in his eyes. Looking around frantically, she grabbed a metal pipe off of the ground and held it in front of herself protectively even though she knew that it would do her no good. He smirked rolling his tongue across his yellow stained teeth delighted as he stared her down.

"I like it when they fight back," he purred evilly as he advanced on to her.

Max stood tall with her eyes narrowed warning that she was ready to attack at any given moment when the sound of glass suddenly shattering caused everyone to get distracted. Magneto, Max and Creed all looked up to see several small canisters soring through the air. As they clattered on the ground, green heavy smoke began to emerge from the silver canisters. Magneto and Creed covered their mouths coughing and choking. Disoriented, Max began to sway off balance and lightheaded and was about to crash into the ground when a dark figure emerged from the smoke. Only when Max spotted the red emblem of a bat in the center of the figure's chest did she realize who it was. Batman caught her swiftly before soaring towards the ceiling.

"Max...are you-," Batman never got to finish his sentence as he felt a rather large strong hand, grab his ankle hurling him across the warehouse violently.

As he spiraled out of control in his flight, he tightened his arms around Max trying his best to provide protection for her when they crashed into the ground. Max closed her eyes preparing to feel a great amount of pain, when she felt another pair of arms wrap around her and suddenly she felt weightless. There was a strong overwhelming smell of sulfur and when she reopened her eyes she was baffled to find that instead of being on the fast track to painsville at the hands of Sabertooth, she was being held by someone who managed to get them in the rafters of the building in a blink of an eye.

"Whoa...," she gasped as she looked up to find a boy covered in blue fur with pointy ears grinning deviously down at her. Her eyes widened as she recognized his features. It was Kurt! She watched from the safety of his arms looking down below as Anna and Jubilee emerged out of nowhere and impressively held their own against Magneto and Creed, but it was obvious that it wouldn't be too long before the two teenage girls were overwhelmed. Almost as on cue, Magneto struck down Anna at the same time Creed tossed Jubilee's limp body several yards away from them.

Before Kurt or Batman had a chance to intervene, Magneto came into their line of vision hovering in the air with his eyes narrowed into annoyed little slits. Max watched in horror as the master of magnetism used his powers to throw Batman through a window pane sending millions of fractured pieces of glass spraying through out the entire dark room. Surprisingly, Batman wasn't knocked unconscious by the violent attack, but he was injured. Kurt tried to intervene, but Magneto cast him aside as if the blue mutant was nothing more then child's play. As Batman struggled to his feet, Max feared that he stood no chance against the magnetic loving mutant.

"You are nothing more then a disillusioned inferior child trying to be equal among gods. You think wearing this pathetic man made suit makes you an equal?" Magneto asked in disbelief as he used his powers to make Batman's suit turn on itself.

Max watched in utter horror as Batman cried out in pain as he felt the tingling sensation of being electrocuted, but somehow he managed to reply to the evil mutant's inquiry.

"I may not be some super powered mutants, but I'm not inferior in any way. Sure, you may have all this awesome power, but that doesn't make you superior. You want to wage war against those of us who are defenseless and have no chance all because you believe in some ignorant belief that we all cannot co exists in the same world," the dark crusader managed to growl through his pain.

Magneto was about to respond when a red beam tore through thee air, seperating Batman and Eric.

"Let him go, Magneto," a deep masculine voiced ordered with authority.

Standing across the warehouse was Scott and behind him was Jean and Evan. Magneto ignored Batman and proceeded in using his powers to send a metal support beam in Cyclops direction sending him flying through a wall, causing dust to overwhelm the room.

"HOW DARE YOU!!"

Everyone watched wide eyed and startled as an angry Anna flew at Magneto swinging with all of her might. She knocked the red caped villain through a wall in the building causing the wooden pillars holding up the shabby building to tremble.

"Now, Jean," the southern belle yelled, before she yanked Magneto's helmet off his head and quickly rushed over to where Scott was struggling to make his way to his feet.

The red head squeezed her eyes shut and stretched her arms towards Magento where she attempted to render him powerless. Before Jean could stop him, he had released majority of the ceiling hanging over Scott and Anna and just when it seemed the two kids would be crushed to death beneath the destruction of the roof, Raven and Gambit appeared out of nowhere; Mystique grabbing Anna, and Remy grabbing Scott. Magneto made a move to attack again when a suddenly recovered Logan held his claws dangerously close to Magneto's throat with fire in his dark eyes.

Logan wanted nothing more then to terminate the man that had nearly killed Ororo, but he knew that he was better then extracting some blood thirsty revenge. After all, humanity and decency were just one of the the many things that completely separated him from the brother hood. When he retracted his claws, Magneto let out a shaky breath of relief.

"Give it up, Magneto. It's over. You ain't gonna hurt anyone else," Logan warned dangerously.

The elderly man looked up at Wolverine with a mixture of disdain and anger.

"You spared me even though I try to hurt you and those you care about. Why?" Magneto demanded confused.

"The difference between you and me is that I am not a cold blood killer. I don't kill for sport. I only kill to protect and defend what is mine. This is a warning. You ever try to hurt Ororo or these kids again and next time, bub, I won't be so merciful," Logan promised evenly.

Raven looked over where Anna was cradling Scott protectively in her arms with tears streaming down her face. All of a sudden she wasn't so convinced that what they were doing were right thing. Even though she and her foster daughter were on opposite sides, it still hurt her as a mother to see her daughter in so much turmoil. She looked over to see Remy staring at her with his piercing gaze. She knew he was waiting for her to make a move, which caused her to swallow nervously.

"Sabertooth, Mystique. Attack these imbecils. Finish them off," Magneto ordered.

"My pleasure," Sabertooth grinned with a blood thirsty look in his sable tinted eyes.

"No," Raven cried out standing protectively in front of Anna with fire in her eyes.

"Is this some kind of joke, Raven? You would dare defy my orders?" Eric demanded outraged.

Raven stood her ground firmly.

"Get it up, Eric. It's over," she said curtly.

Sabertooth growled outraged.

"The plan was to destroy this damn town and to take out the xmen, Raven," he snarled.

Mystique glared at him in contempt.

"I know what the plan was, Creed. While there is many battles to be waged on people against mutants, this isn't one of them. As much as I hate to admit it, the annoying Cajun is right. To senselessly kill our brothers and sisters," she paused before looking over her shoulde and smiling sadly at Anna, and our sons and daughters makes us no better then inferior humans."

"Traitor!" Sabertooth roared furiously as he backhand slapped Raven, sending her soaring into the dark knight, who both flew into a brick wall which buried the mutant and the dark knight beneath pounds of debri.

"No!" Max screamed racing towards the fallen dark knight.

Batman groaned as he fought to remain conscious as the big mutant beast stalked towards them to deliver the killing blow.

"You had a chance to walk away, Creed. You should have taken it."

Suddenly Logan sprang out of nowhere throwing his weight into Victor causing both men to go sprawling several yards away.

During the fight several beams and rails that had been holding the building together had been knocked loose and bricks and metal began to fall from the rafters. The ground began to shake warning the building was going to collapse at any moment. Meanwhile, Jean trembled falling to her knees weakly as she focused on holding the building up using her telekinesis abilities, but she felt her strength weakening.

"We have to get out of here," Anna cried lifting Scott into her arms and rushing out of the building.

Across the way Logan and Victor was still going at it while Raven and Batman was pinned beneath the rubble.

"Go, Max. This place is about to come down," he urged desperately while trying to free himself.

"I'm not leaving you. We either both get out of here together or not all. I am your sidekick and I am not just going to leave you trapped here alone, so don't ask me to," she exploded passionately, her dark eyes wet with tears.

Batman stared up at her feeling a mixture of different emotions as he watched her use all her strength to try to un bury him.

Suddenly Max felt a hand rest on her shoulder comfortly.

"Let me be of service, _cheri_," Remy said gently before he whipped out his bo staff and used as leverage to lift the hunk of brick on Batman's leg. Grimacing Batman slithered out from beneath the pile with an unconscious Raven in his arms.

"Easy homme," Remy said gently before lifting Mystique light weight body over his shoulder and grabbing the limping dark knight as everyone tried to make their way out of the collapsing building.

"I cannot last much longer," Jean whimpered telepathically as she fell to her knees crumbling beneath the intensity of her abilities.

Seconds later there was a blinding glare of bright pink cosmic light that lit up the dark sky night. Jean released a defeated scream as she and the building finally collapsed.

*****

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	17. Chapter 17

Seconds after the building collapsed, Bobby, Ororo and Kitty, who all had been observing the battle from a distance, rushed towards the destroyed establishment concerned about the well being of their friends and comrades. While hobbling towards the wreckage, Ororo's heart was pounding loudly in her chest. She sent up a silent prayer to the Goddess that no one was harmed in the collapse. Once they arrived on scene, she breathed a deep sigh of relief when she saw several of the xmen slowly emerging from the dust created by the destruction. Magneto was laying off to the side unconscious, Kurt was groggily making his way towards the others, Anna was carrying Scott towards safety, the missing girl Max and Jubilee both were stumbling trying to gasp for fresh air, and a few feet behind them Remy had Mystique over one of his shoulder and an unknown person dressed in all back under his arm.

Ororo blanched as she realized she recognized the costume. She had a run in with Batman years ago, but judging from the suit, this was not the same man that had once saved her from being trapped in a subway when an explosion set off by a gang of misfits that called themselves jokers when she had went to Gotham to have dinner with her sister Vivian and her husband. Her relief was short lived when she did a quick accountability of everyone and realized that someone was missing.

"Logan?" she called out frantically as she scanned the rubble for any sign of the surly mutant.

Jean limped over to the weather witch with sorrow written all over her pretty face.

"He was still in the building fighting with Creed when it collapsed. I am so sorry, Storm. I tried to hold the place together," Jean whispered tearfully.

Ororo felt her heart plummet into the pit of her stomach as her aquatic blue eyes slowly filled with tears. She knew that Logan was tough and indestructible in many ways, but she couldn't help but to worry that he had been gravely injured. Seeing that the red head telepath needed comforting, Ororo quickly put aside her personal feelings and snapped back into leader mode.

"It is not your fault, child. You did everything that you possibly could," she reassured putting an arm around Jean's shoulder.

"Hey, what's that?" Kitty exclaimed pointing out in the distance.

A few yards away there was slight movement in the rubble and a hand with four metal claws protruding from the clenched fist emerged from the destruction. Ororo breathed a deep sigh of relief as she scrambled to get to her fallen comrade.

Evan held her back gently.

"You are hurt, Auntie O. Let me and the others go help him," he said firmly before he, Kitty and Bobby raced over to where Logan was buried. Kitty phased through the broken concrete and after much struggling and help from Spike and Iceman managed to free Logan who was bloodied and bruised.

"Ro...?"

Her name was a faint whisper off of his lips as his eyes opened slowly resting on her face as she towered over him.

"Goddess...Logan! Are you alright?" she asked concerned.

"Darlin, do you honestly think that overgrown fur ball was going to be the end of this Canuck?" he asked with a smirk as he struggled to his feet as his healing factor began to kick in.

He expected her to smile but was stunned when she burst into tears.

"How can you make light of this? I had thought something terrible had happened to you. I was frightened for you," she whispered.

"Ro," he tried, but Ororo wouldn't listen.

"I should have done my job as a leader and led the team into that building. If anything would have happened to you, I would never have forgiven myself...."

He silenced her by cupping her face in his dirty hands and staring her straight in the eyes. Ororo breathing grew shallow as she stared down at Logan who was staring up at her with an unreadable expression on his rugged handsome face. She shuddered as he delicately bought his other hand up to her face and gently using his thumb to brush stray tears away, the whole time his eyes never leaving hers.

"I made a promise to you, these kids and to Charles. I'm not gonna break it by doing something as stupid as getting myself killed, got that?" he growled almost tenderly.

Ororo nodded mutely closing her eyes as she leaned into his comforting touch.

Jubilee and Kitty exchanged a sly look as they observed their two teachers. From the look of it, things were going to be alot more interesting once they got back to Xavier's School For the gifted.

In the distance, police sirens could be heard blaring which was a warning for the vigilantes to disperse before the local police arrived and placed the blame on them.

"Tonight was a complete nightmare," Kitty sighed as the group slowly began to come together.

"Non, cherie. Not completely," Remy murmured as he glanced in the direction where Anna was gingerly attending to Raven before turning his gaze towards Logan and Ororo. The way that they were starring at each other made it official that they had acknowledged the feelings that they had for one another and he smiled. If Stormy was happy with Logan, then he would be happy for her.

A few yards away, Max stepped forward to rush to Batman's side but stopped abruptly not wanting to cause any suspicion. It was maddening for her to stand back and watch her friend in pain, not able to give him any comfort. Instead she watched from afar as several of the Xmen gathered around him to extend their gratitude for his help.

"I can't _believe _that I am standing toe to toe with _the _Batman. Dude...you are like a legend," Bobby exclaimed staring at Batman like a star struck kid.

Batman smiled even though he was in a considerate amount of pain. Logan stepped foward and extended his hand with a look of approval in his eyes.

"I ain't too keen on outsiders, but you are alright, bub," he said gruffly with respect in his voice.

Jubilee stepped forward with a shy smile.

"If it weren't for you, I would probably have been used as Sabertooth's cat nip. Thank you...for everything," the pretty Asian girl smiled warmly.

Beneath his mask, Batman could feel himself blushing.

"Your thanks is really not necessary. I was just doing my job. Besides it was an honor to work with a group of people dedicated in keeping peace and justice..," he broke off grunting as he placed his hand over his bruised ribs gingerly. He was definitely not looking forward to the considerate amount of pain he was going to be in for the next few days.

"You are hurt. I insist you let us extend you medical attention," Ororo started.

Batman shook his head before flashing her a kind smile.

"It's just a few scratches. I'll be fine. I actually have to get going, but I want to say thank you. Because of your team, alot of innocent lives were saved tonight," he said with a grateful smile.

"I had the pleasure of working with your predecessor years ago to stop a crime ring, and when he chose you take his place and to continue the fight against evil and injustice, he chose well," Ororo smiled at the dark knight, "Thank you."

Batman eyes widened surprise. Wayne had a run in with Ororo in the past? That was definitely a story he was going to look into getting the old man to spill once he returned back to Gotham. Speaking of Gotham he looked in Max's direction concerned. Almost as if Remy had read his mind, the cajun stepped forward and smiled.

"Don't worry, mon ami. We will make sure de petite gets back t' de hotel saftly," Remy assurred as he extended his hand to Batman.

Batman nodded and shook it firmly, casting one last glance at the group of Xmen and Max before disappearing off into the night.

*************

Back at the hotel, Max's friends wasted no time flocking around her to see if she was ok. While Maxine appreciated her friends concern, she wanted nothing more to disappear into her hotel room and get changed before going to find Terry as quickly as possible to make sure that he was really ok. He may had been able to fool the Xmen, but he would never be able to fool her. She had known him for far too long and she knew him far too well. He was hurt and if he wasn't going to accept help from the vigilante group, he damn well was going to accept help from her.

After convincing a blubbering Chelsea that she was fine for what seemed like the hundreth time, she finally announced that she wanted to be alone for a moment before fleeing into the room and closing it firmly behind her. Pressing her back against the door, she closed her eyes as she felt the weight of events of the night slowly crash down on her shoulders. Several times that night she had almost died and while she hadn't had time to dwell on it before, it was starting to effect her now. Bowing her head, she began to sob softly feeling overwhelmed. She wasn't crying for more then a minute when she heard a knock at her door. Furious, she brushed away her tears and grabbed the knob of the door tightly.

"Slagit! I just need one minute alone! Is that too much to ask?" Max cried frustrated before yanking the door open furiously.

Her anger quickly faded when she came face to face with Terry. He was wearing his typical black pants black shirt, and brown jacket. Besides the deep cut above his eye, there was no other physical sign of injuries. After he stepped across the threshold, Max closed the door quickly and pulled him into an fierce embrace.

"I was so scared! Are you ok? Where are you hurt?" she demanded, circling him as she kept an sharp eye out for any injuries.

"Max...I'm fine," he tried.

"Don't lie to me, Ter. I can see the pain in your face every time you take a breath. Is it your ribs?" she rambled as she continued to look over her concerned reminding Terry of a mother hen.

"Listen, Max. You are safe and that's all that matter to me. This pain will come and go as it always have. Don't worry about me," he said gently with a reassuring smile.

Max nodded reluctantly before breaking down in tears once more.

"I know what I did was so dangerous and stupid, but I couldn't help myself and I thought that I was totally going to die tonight. You and the old man are right about me when it comes to interfering. I don't think and I only endanger other people," she started babbling.

Terry quickly stopped her.

"No, Max. Wayne and I were wrong. Yes, your interference can be dangerous and crazy at times, but its also brave. It shows that you have the heart and the courage to want to make a difference and what you did for Kurt tonight and what you tried to do for me wasn't stupid. It was amazing," he murmured.

"I could have died. You could have died," she whispered thickly.

"But we didn't," he murmured before pressing his lips against hers. He kissed her fiercely holding her tightly in his arms while ignoring the pain in his side. His mouth molded against hers as he allowed himself for a moment to lose himself in her embrace and kiss.

"What was that for?" she asked breathless and wide eyed with wonder once they had pulled apart.

"It was the only way I could think of to stop you from freaking out. Looks like it worked," he joked causing her to laugh tearfully as she swatted him on the arm lightly.

They gazed tenderly at each for a long moment before Max blushed furiously and diverted her eyes.

"We should get you cleaned up. There has to be a first aid kit around here somewhere. Take off your jacket and shirt," she ordered firmly before disappearing into the bathroom.

Terry grinned as he obeyed slowly.

"Don't you think you might be moving a little too fast? I know you want to see me naked in all..."

"Haha, very funny McGuinness," Max smirked sarcastically as she reappeared into the room holding a small white box with a red cross in the center, "If you are going to heal properly you need me to treat your injuries."

Terry noticed in the time she had been gone, she had managed to change out of her tattered dress and into a pair of shorts and a tank top. He frowned as he saw several nasty bruises and scraped marring her beautiful dark brown legs and arms.

"Max..."

She shook her head cutting him off.

"I'll be fine. The cuts are all basically superficial and after I bandage you up I'll clean myself up," she promised offering a compromise so that he wouldn't argue with her.

"So how are you going to explain the cut above your eye?" she asked curiously.

"I'll say I got mugged our something....Ow! That stings," Terry complained as Max dabbed at a cut above his eyebrow with an cotton ball laced with rubbing alcohol.

Max grinned as she rolled her eyes.

"Maybe next time you will think twice before letting overgrown cats from the ice age introduce your face to the concrete pavement," she teased quietly.

Terry opened his mouth to make a smart ass comment when the words died on his lips as he starred up at her almost in a trance. The way they joked and interacted with each other was so comfortable and uncomplicated. Everything he wanted and needed was contained in the girl he considered his best friend and yet he wasn't acting on it. However that was about to change....

"Max, there is something I need to ask you...."

Before Terry had the chance to finish his sentence, the door to the room opened and Dana walked in. She stopped dead in her tracks when she saw her best friend and her boyfriend both standing half dressed in front of an unmade bed. The Asian girl looked as if someone had just physically punched her in the gut. Her face was filled with confusion and anger and her bottom lip was trembling dangerously as if she would burst into tears at any second.

Max saw the conclusion Dana was drawing and felt the blood drain from her face.

"Dana, it's not what it looks like. I was just ," Max stammered.

Terry decided to step in.

"I was just helping to take care of some of the cuts and bruises Max insisted on ignoring. You know how stubborn she could be," he said easily,

A huge smile of relief spread across Dana's lips and a light blush tinted her cheeks as she mumbled an apology for jumping to the wrong conclusion. As she hugged Terry, Max couldn't help but feel her stomach turn. Technically Dana had arrived at the right conclusion only she and Terry were the only two people in the room who knew this. Max avoided looking at Terry hating the pang of jealousy she was feeling at seeing the man she cared for in the arms of another woman. Even though Dana was the one who rightfully had claims to Terry, it didn't stop Max from feeling that Dana was in possesion of something that could ever belong to her. Suddenly she was beginning to get the feeling that she was intruding and she shifted uncomfortably. Clearing her throat softly, she began to inch towards the door.

"I'll leave the two of you alone. I know you want to make the last of the few hours we have left in Mexico," she mumbled making a beeline towards the door.

"Max, wait," Terry called after her, causing her to halt in her retreat.

Terry gaze bored heavily on Max, and the pink haired girl had the feeling that something drastic was about to happen.

"I need to say something and I think both of you should be here to hear it," he started quietly.

Max swallowed deeply and Dana's pretty face twisted with confusion.

"Dana, everyone knows that you and I have had our share of problems, and while we both can blame my job for that, it isn't the sole reason," he started.

Suddenly Dana began to look anxious.

"Oh God....this is it, isn't it? You're breaking up with me," she whispered, her soft voice trembling slightly.

Terry inhaled deeply. He knew that breaking the news to Dana would be hard, but it gave him small comfort to know that Max was there with him.

"Dana," he tried.

The petite Asian girl shook her head with a tearful smile trembling on her thin lips.

Max wanted to feel happy with Terry's decision to be honest with Dana, but she couldn't in good conscience feel any kind of joy when the devastated look on Dana's face practically broke her heart.

"I don't know why I thought that with Highschool ending that we wouldn't end too," she said quietly trying hard not to cry before continuing, "The truth is that everything that I was suppose to be to you and everything that I wanted to be for you...Max already was. I know we can't help who we love, just like some people can't help who they can't love. Max, I know Terry may love me in some way, but tonight I realized that it wasn't like he loves you. I tried to ignore the way he prefers to confide in you and the way he looks at you, but ignoring it is what has led the three of us to this point."

"Dana, listen. Terry and I _never _meant to hurt you, as cliche as that sounds. It's true," Max whispered emotionally.

"I know that, Max. I should go. You two are the ones who want to spend these last moments in Mexico...together," she said barely above a whisper before fleeing the room quickly, but not before Terry and Max heard a soft sob escape her lips.

Max made a move to go after her, but Terry stopped her.

"We can't just let her go like that, Terry. She's hurt and she's my friend," she protested.

Terry nodded sadly.

"I feel the same way, but we have to let her go. It's not fair to any of us to cling to something that no longer exists," he said softly.

Max heart raced in her chest as she licked her lips nervously. All of this was too much. Terry couldn't leave Dana. She was who he was suppose to be with. She was everything that Terry wanted...

"Terry, you don't know what you are talking about. You have to go after her. She is good for you. She is what you want," she protested.

Terry shook his head.

"I suppose I always wanted Dana, but sometimes what you want isn't exactly what you need. Besides going after her would be pointless when the person I want to be with is standing right here in front of me," he said huskily.

Max was speechless and for a long moment Terry stayed silent. He had been trying to not focus on the fact that in a few short weeks that Max would be leaving and he was actually surprised that she was trying to push him back into Dana's arms. He had thought that the kiss that had taken place between them would cause her to rethink her decision, but what if he was wrong? He knew it was slightly selfish of him, but he didn't care. If he had to point blank ask her to stay to prevent her from walking out of his life, then he would.

"Terry, this is crazy," she protested lowering herself on the edge of her bed trying to make sense of everything.

Terry smiled and knelt down gingerly in front of her, starring up at her tenderly.

"The only thing that is crazy are my feelings for you. Tonight, all I could think about was finding you and keeping you safe. I don't want to lose you....Ever...," he murmured taking her hands in his, "I don't want you to go abroad after graduation. I want you to stay in Gotham."

Max eyes widned startled. Was her ears playing tricks on her? Was Terry really asking her to stay?

"Before you say anything, I know it's totally selfish and I wouldn't blame you if you became really angry with me right now...." he started.

She cut him off abruptly by pressing her mouth against , and this time the kiss lasted more then a few second. He held her tightly not wanting her to pull away. He heard her moan softly as she allowed his tongue to dance against hers, tasting her slow and deliberately. Moments later they pulled away smiling deeply at each other.

"So...is that a yes that you will stay?" he murmured against her lips.

Max laughed softly and rested her forehead against with a content smile stretched across her full lips.

"Yes, Ter. It's a yes that I am staying."


	18. Chapter 18

**Chapter**

**AN: This is the final chapter. I hope you all enjoyed the story.**

"Some vacation that was! I can't wait to get back to the school so we can tell the under class men what a blast we had," Jubilee exclaimed eagerly as she clamored aboard the bus that was quickly feeling with the students and faculty from Xavier's School For the Gifted.

It was the next morning and the events of the previous night was still lingering heavily on a lot of the students minds, others had been more then willing to push it to the back of their mind and forget that it had ever happened. Dana was one of those people as she blinked back tears as she headed towards the bus with her luggage being dragged behind her. The night before she had spent hours crying devastated over her broken relationship with Terry before she had fallen asleep. A part of her woke up that morning wishing that when managed to climb out of bed that things would be different and Terry would still belong to her, but of course that hadn't happen. She instead woke up with the aching knowledge that her friend Max was the object of Terry's affection and she had the sinking feeling that there was nothing she could possibly do to ever change that. She was so caught up in her mental misery that she didn't notice the black guy with blond hair and a skateboard tuck beneath his arm rushing in Max's direction.

Evan quickly pushed his way through the crowds of students from both school mingling among each other. He had spotted Max standing with Kitty talking before they both were due to head towards their respective bus. He had an important question to ask her concerning their friendship and he was nervous and excited all at the same time. When Max turned at the sound of her name being called, her smiled disappeared slightly as she came face to face with Evan. Seeing that her friend needed some private time with the guy, Kitty gave the pink haired girl gave a quick hug goodbye before heading over in Ororo's direction.

"I was hoping to catch you before you left. Aside from all the craziness that went down this has been an amazing trip. I didn't think I would meet someone like you," he said bashfully causing Max to smile touched.

Looking up into Evan's dark eyes, Max could tell that he really liked her and while she had been developing feelings before, her new found feelings for Terry had changed everything. She had never knew how deep she had truly cared for her friend who posed as the dark knight of Gotham. Quietly she tucked her bottom lip gently between her teeth as she raked her mind for the most gentle possible way she could let him down.

"Evan, I think you are an incredible guy and if this would have been a different time under different circumstances, I would have loved to have kept in contact with you to develop alot more then a friendship between us, but," she trailed off blushing lightly.

Fortunately Evan seemed to understand what she was trying to say and nodded sadly. While he had not wanted to believe it, he had sense that Max's affection and adoration was being directed to someone else, and he had the feeling that the someone else was her overprotective and close friend Terry McGuiness. While he felt that Max was an amazing girl to date, he couldn't in good conscious try to pursue her when heart was spoken for by someone else. Shoving his hands deep down into his pocket he stared at her solemnly.

"There's someone else. I should have known," he said wistfully before adding, "Whoever he is, I hope you let him know what a lucky guy that he is," he said honestly.

"Trust me, I do," a masculine voice said from behind her.

Max whirled around and came face to face with a smiling Terry. She was about to say something when the words died on her lips. She was speechless that he would consider himself lucky for even being with her when she was the one that felt lucky. Evan watched the tender exchanged between the two and felt a sad smile spread across his lips. Even though he desperately wished that he was the guy Max was interested in, he was okay with the fact that she seemed happy being affectionate towards Terry, even if it was her best friend. Suddenly Max turned her attention her away from Terry and faced Evan with a grateful smile.

"Thank you so much for showing me such an amazing time in Mexico. I will definetly never forget you," she promised sweetly, before embracing him tightly. After saying good bye to him one last time, she grabbed her luggage and slowly began to head toward the bus waiting to take her and the rest of her fellow classmates to the airport. As she followed Terry towards the bus, she began to let her mind wander to the night before. Ever since she had opened her eyes that morning, she hadn't been able to get the kiss she and Terry shared out of her mind. The night before they had spent making out until the early hours of the morning where she had abruptly fell asleep. She could honestly say that if weeks ago someone would have told her that she would be spending the greatest night of her life in the arms of her best friend, she would have laughed and called them crazy.

As she boarded the bus she felt her body tense as she walked down the aisle way past Dana who was sharing a seat with Chelsea. As their eyes met, Max could see an hurt and pained look in the Asian girl's expression as she quickly broke their gaze and stared intently out of the bus window. However Chelsea grinned and greeted her like normal, which told Max that Dana hadn't told any of the others of what had happened between her and Terry. Not that much later, Blade joined the two girls in dual seats in front of them and began to chatter away loudly much to the aggravation of those sitting around her trying to revel in silence. Swallowing deeply, Max slink ed towards the back of the bus where Terry was sitting and holding down a seat for her.

Terry noticed the troubled expression on Max's face and he instantly grew worried. Looking over his shoulder in the direction that Maxine had been starring towards, he felt his heart sink into the pit of his stomach when he realized that Dana was avoiding the pink haired girl's gaze. As Max sat down next to him, he heard her exhale heavily.

"Dana hasn't spoken on word to me since last night. I am starting to think that she is never going to forgive us for this," Max said quietly as she lowered her eyes in shame towards her feet.

Terry stared down at the pink haired girl feeling a pang of guilt and sympathy. He knew that he had lost a girlfriend, but he just now realized that Max may have risked loosing a really good friend. He could see from the look of pain and conflict on Max's face that she was really upset over everything that had happened. Gently, he draped his arm around her and stared down at her seriously.

"I can't say how long that it may take, but I know that Dana cares about your friendship a great deal and she's not going to let a guy as dumb as me stand in the way," he promised softly.

Max smiled up at tenderly as she lowered her eyelids almost shyly.

"You're not dumb, Ter, but thanks," she said quietly.

Suddenly the moment that they had shared days earlier in the middle of the ocean among the dolphins suddenly surfaced into both of their minds. Terry shuddered lightly as he remembered when he and Max had been a breath away from kissing passionately when she had dunked his head under water nearly causing him to swallow a good bit of salt water. Even when he had managed to stop and prevent himself from coughing up a lung, he had still been fueled by desire to captured her lips with his and make out with her until they were both at the point of exhaustion and satisfaction, and once again he was having the same urge all over again. The memory of the night before caused a stirring of longing to surge through him. While some moments had been driven by pure animistic lust, others were very intimate. He had waited for her to fall asleep so that he could gingerly bandage all of her cuts and scrapes. He smiled deeply as he recalled that Max had been so exhausted and worn out that she had barely moved while he had played doctor to her.

He smiled deviously before reaching over into her lap and intertwining his fingers through hers causing her to stare at him startled. As Terry smiled down at her, Max could feel her whole body practically melt into a small puddle. The fact that he wasn't afraid to publicly be with her spoke volumes about the feelings he had for her. She had waited for so long for someone to connect with and the fact she had found an companion in Terry made her feel that much more swept away.

The moment that fell between them was interrupted at the sound of Max's name being mentioned behind them.

"So what do you think is going to happen between that dreamboat guy and Max?" Chelsea asked slyly.

"I seriously doubt anything serious. He was a nice enough guy but I think that he was way out of Max's league," Blade said honestly.

The pink haired girl shook her head amused. It never cease to amaze her how her friend's found it necessary to openly gossip even if they were aware that the person of their conversation was only a few feet away well in the bounds of hearing distance. Her amusement grew as she noticed Terry roll his eyes with a smirk across his lips. Even though they both knew that it would be difficult to have a public relationship with the approval of thier mutual friends with Dana, they knew that once the word got out about them, the gossip mill would churn ridiculously. While Terry wasn't usually concerned with what people thought, he was concerned

"I don't think it would have worked out with Evan anyways," Max and Terry heard Dana say quietly.

"Why is that?" Zane asked curiously.

Dana smiled sadly.

"Because the guy Max is meant to be with is a little closer to home," she said cryptically.

After Dana had said Terry's gaze was drawn to Max's face, and while she started shifting through her knapsack pretending not to have heard what the Asian girl said, he continued to stare down at her with a warm smile on his face. While the other girls began to contemplate on what Dana meant by her vague statement, Terry already knew. While he knew that there was still alot of things he had to figure out when it came to his feelings for Max, he knew that there was one thing he knew for certain and that was things were going to be alot more interesting between himself and Max once they returned to Gotham. He was interrupted from his thoughts, when he heard Max sighed. The sound was followed by her closing her eyes and leaning her head on his shoulder with a peaceful smile spread across her lips. He grinned as he relaxed further deep down into his seat. Yep, things were definitely going to be interesting once they get back to Gotham.

* * *

Ororo moaned softly as she lowered herself into her comfy feathered bed in the attic loft back at Xavier's School for The Gifted several hours later. After an uncomfortable ride on a bus from the Mexican resort to the airport and an even more uncomfortable flight from Mexico back to New York she was more then ready to get some much needed rest. After shifting uncomfortably several times trying to settle into a comfortable resting position in her queen size mattress, she finally found a perfect spot to bury herself down in and she closed her eyes peacefully. Not bothering to open her eyes. she reached over to her nightstand and took the remote control and turned on her stereo system across the room. Immediately the sounds of the soft soulful crooning of Adele began to spread through the room putting her in a deep state of peace and tranquility. She was slowly began to drift off to sleep when she heard the sound of a very familiar voice calling her name.

"Stormy?"

Her aquatic blue eyes snapped open suddenly, and she gasped startled as she looked up to see Remy's mischievous face hovering over hers. She had been having a dream about Logan when Remy's voice had interrupted abruptly. There was an tooth pick sticking out the corner of his mouth and his breath was tinted with the smell of cigarette's and mints. Swallowing deeply, she sat up quickly and stared at him blinking apprehensively.

"Gambit? What are you doing here?" she asked startled.

"Remy figured you would enjoy some asprin' for de pain and some Peppermint tea to help with your jet lag," he murmured as he sat on the edge of her before carefully handing her the steaming beverage.

Ororo smiled at her friend graciously as she accepted the mug filled with her favorite flavor of tea.

"Thank you," she said huskily as she took a small sip of the tea.

"So do y' want t' talk about de very t'ing dat is runnin rampant in yo mind? he asked innocently.

Ororo stared at him sharply.

"I have no clue as to what you are talking about," she lied quickly causing the Cajun to smirk.

Remy knew that Ororo wasn't a woman accustomed to spilling her feelings and getting her to open up to him was going to be like pulling teeth. He wasn't frustrated by her standoffish ways, for he could relate to her private ways. They both had been hurt by people who they had decided to blindly trust by falling head over heels in love with. While Ororo had been lucky to have her heart broken swiftly with one cruel and unforgiving blow, Remy hadn't been so fortunate. The woman who had captured his heart had broken it slowly and painfully and if he hadn't divorced her, he was pretty sure he would be stuck in the misery called his marriage. He blinked back the pain that was slowly creeping into his haunting red and black eyes and forced himself to focus on Ororo. He knew she was feeling slightly hesitant about Logan, and he was making it his mission to give her a friendly shove in the direction of love.

"Remy don't know whether or not you realize it, but Logan is completely smitten with you," he said in a matter of fact way.

Ororo smiled shyly as she forced herself not to let Remy's sudden proclamation rise any hope inside of her. While she knew that she and Logan had shared some pretty intimate moments while on vacation in Mexico, she wasn't certain if the moments were anything more then fleeting.

"I think we may have just gotten caught up in the romantic atmosphere of Mexico. I do not think that Logan feels any kind of romantic way towards me," she said softly as she stared down at the end of the bed towards her bare feet.

Remy stared at her bemused and a little concerned. He had seen the way Logan had been starring at Ororo during their last night in Mexico and there was no doubt in his mind that the feral Canadian was more then a litte head over heels for his Stormy. As he observed her closely, he realized that she was letting her fear of being hurt hold her back from opening her heart to Logan and that bothered him. He knew that despite the way he felt for her, Ororo deserved to be happy with a man, even if it wasn't himself. Inhaling deeply he placed his hand over hers and squeezed it gently grabbing her attention as he stared directly into her aquatic blue eyes.

"You know dat man cares a great deal about you. Remy t'inks dat he has been feelin' a great deal fo' y' fo' a long time. Remy wouldn't advise dat you push homme away," he said seriously.

Ororo sighed bleakly.

"What if he does not feel the same as you believe him to feel?" she asked worried.

The cajun smiled warmly before kissing her on the left cheek tenderly.

"Trust me, Stormy. The sincerity of Logan's feelings isn't an issue. Remy knows dat he's got it bad fo' y'. De only thing dat concerns Remy is what if Logan decides t' run off again? Remy cares about y' and dosen't want t' see y' heart get broken," he said seriously.

Ororo looked up at him surprised, to see genuine and heartfelt concern etched deep in his handsome face. It touched her that Remy really wanted to see her happy, but also didn't mind expressing his concerns when it came to the man who he believed to truly be interested in her. Suddenly she began to realize that maybe she was being slightly paranoid. Logan wasn't Forge, and he didn't deserve to pay for the sins of the ex lover who had left her scorned. Before she could reply, another voice interrupted her.

"You don't have to be concerned, Gumbo, cuz I ain't got no intention of goin' anywhere," a low growl came from the entrance of the bedroom.

Ororo looked up surprised to see Logan standing in the threshold of the the bedroom with an unreadable expression on his hardened yet handsome face. She swallowed nervously as she watched the two men stare at each other in unwavering intensity. Logan walked into the room, and the wind rider felt her heart beat quicken with each and every step he took with his heavy steel toe boot. However Remy didn't look too afraid as he smirked and popped the color of his trench coat arrogantly as he firmly stood his ground. Ororo watch Logan and Remy feeling as ifi she was going to suffer from nausea if she listened to any more of both men hostile dialogue.

"For once can you two stop your pissing contest and be at peace? You two have nothing more to do then see who's ego is bigger," she said evenly witih her arms folded across her chest defensively.

Remy chuckled softly as he realized Ororo was right. It was time to for both him and Logan to bury the hatchet between them and learn to get alone. Even though it was difficult for Remy to wrap his mind around sharing the weather witch with another man, he knew that it was time for him to let go.

"Get better, Stormy," he murmered leaning down and placing a lingering and tender kiss on her cheek.

As he walked out of the room, Remy stopped directly beside Logan piercing him with an intense glare.

"Don't hurt her or else...," Remy trailed off quiet but dangerously.

Logan stated at him out of amusement, and begrudging respect. He knew that Remy's threat stemmed from the close relationship the cajun had with the weather witch. On some deep level he could understand the fierce protectiveness that the cajun seemed to have Ororo. After all, he knew that Remy had known Ororo much longer then anyone else including Scott and Jean.

"Like I said before. You don't have to be concerned, Gambit. I ain't got any intention of goin' anywhere," Logan repeated firmly.

Remy smirked almost as in doubt before lifting his nose high in the air and brushing past Logan with arrogance radiating from every inch of his body. Not bothering to spare the feral man another glance, Remy stalked out of the bedroom leaving Ororo staring at Logan apologetically.

"He is only looking out for my best intrest, Logan. He is like a brother to me," she said patiently with her hands folded in her lap.

Logan frowned deeply before sitting down in the abandoned chair beside the weather witch's bed.

"Yeah, but he is startin' to act like an annoying ex lover. Are you sure you two never," he trailed off arching an dark eyebrow deviously.

Ororo knew that he was silently asking if she had ever had romantic relations with Remy and while she was slightly put off by his blunt inquisition, she was mostly humored. She knew it was in his nature to exert dominance over ever part of his life, and in that moment she could see that he was just trying to be protective and possessive and while it was flattering, she felt slightly put off. One moment he was making her feel like she was more then someone insignificant and in the next he treated her coldly as if she was just a road block in his path.

"Logan," she warned with an amused smile as she shook her head in the negative indicating that she and Remy had never been lovers.

As they sat in a comfortable silence, Logan took advantage of the moment to observe the wind rider quietly. Her snow white hair was hanging limp around her chocolate colored shoulders and her black tank top exposed several nasty looking cuts and bruises littered across her arms and her stomach. Usually she looked unbreakable and strong to the world, but today was different. She looked weary and like at any moment she would crumble from weakness. Seeing her so frail like made an strong urge to protect her wash through him. He could tell from the fleeting expression on her face that despite receiving medical treatment from Hank, that she was still in a considerate amount of pain. Subconsciously he reached down and gently traced his fingers over her visible injuries causing her to look up at him startled and anxious.

"Not that I do not enjoy your company, but is there a particular reason why you have come to see me other then to check up on me?" she asked softly.

Logan shifted slightly uneasy from her blunt question.

He had come to the loft with every intention of telling her how he felt for her, but now that the opportunity had presented itself to him, he felt reluctant for several different reasons. He cared about Ororo as a close confident, but over the past few months he slowly became to be affectionate towards her.

"I want to learn things about you that others aren't privelage to know," he said bluntly.

Ororo looked up at him startled. For Logan to admit t hat he want to sincerely know everything about her made her heart skip a couple of beats. It showed that he was She swallowed deeply as her eyes darted to and fro wondering how she was going to respond to his unexpected demand.

"What are you saying?" she asked quietly.

Logan exhaled deeply as he realized this was the moment of truth. It was time for a revelation that had been ignored for far too long.

"I want to find out what you find so damn interesting in gardening, and I want to know all the strategic plans you have mastered in your mind but haven't been bold to show another soul. I want to know what makes you laugh so that I can hear that beautiful voice of yours in my ears, constantly," he murmured huskily.

Ororo felt a shaky breath escape her lips as Logan's intense gaze captured her full attention. She searched his face looking for any sign that he as being dishonest and un true when she was slightly miffed to find none. All she could see was pure sincerity radiating in his dark eyes that reminded her of simmering coals. Trembling, she moved closer to him unsure as to what might happen next. She knew that Logan was skittish in certain ways and she feared that a single show of willing intimacy would drive him a way. Instead his eyes pierced into her soul and before she could conjure up a lame reason to break the spell that had fallen between them, he had captured her parted lips with his strong and demanding mouth. Ororo felt her body go limp as she felt him passionately state his claim over her heart with his searing and sensual kiss. Moments later her reluctantly tore his lips away from hers and stared down at her tenderly.

"Promise me somethin'," he murmered causing her to look up at him curiously.

The weather witch could see in his dark piercing eyes that whatever he was about to ask from her was going to be something light, yet serious .

"What is that?" she asked intrigued

"Promise me that it will be a long time before we take the brats on another vacation?" he murmured slyly against her lips.

Ororo laughed out loud and without meaning to, Logan began to chuckle right along with her. He looked down into her face filled with serenity and knew that he was making the right decision. Even though he knew that she was a very private and shy creature he could relate to her in more ways then one. Like him, she was someone who was connected to her wild and untamed side as well as her reserved and controlled side. Logan smiled as he realized for the first time of knowing Ororo, he saw her as an walking contradiction. However that just intrigued Logan more because he knew that he would keep his promise to never abandon her abruptly and have plenty of time to truly discover Ororo Monroe for the godess- woman that everyone claimed her to be.

"I promise," she assurred before kissing him sweetly.


End file.
